Lightened-Up Baked Macaroni and Cheese

Lightened-Up Baked Macaroni and Cheese
Lightened-Up Baked Macaroni and Cheese
This image courtesy of

Sometimes you want to eat your favorite Southern comfort food without feeling guilty about it. This easy Southern recipe for Lightened-Up Baked Macaroni and Cheese is perfect for days when you want a rich and filling meal without worrying about calories. Made with hearty and filling whole wheat pasta, this baked macaroni and cheese recipe is a lighter alternative to other fattening pasta dishes. 
Using evaporated milk helps to make this dish extra creamy without weighing it down. Chopped spinach is also added to the mix to give this mac and cheese an extra nutritional punch. A crunchy mixture made from Parmesan cheese and bread crumbs helps to give this dish the golden-brown topping you know and love.


  • 1 (14-ounce) box whole wheat high fiber elbow pasta
  • 2 tablespoons butter
  • 1/4 cup flour
  • 1 (12-ounce) can reduced fat evaporated milk
  • 1/4 cup skim milk
  • 1 cup fat-free chicken broth
  • 8 ounces reduced-fat shredded Cheddar cheese
  • salt and fresh ground pepper to taste
  • 4 cups baby spinach leaves, roughly chopped
  • 1/4 cup Italian seasoned bread crumbs
  • 2 tablespoons grated Parmesan cheese


  1. Preheat the oven to 375 degrees F.  Spray a 9 x 13-inch or 3-quart baking dish with cooking spray.

  2. Bring 6 quarts of water to a boil, the add 1 teaspoon salt and the pasta and cook per package recommendations.  Drain well.

  3. Meanwhile, in a 12-inch skillet over low heat, melt the butter and cook the onion for 2 minutes. Using a whisk, stir in the flour until it looks dry and crumbly, at least 1 minute. Add about half of the milk and cook, stirring constantly until it thickens. Add the remainder of the milk and the broth gradually, stirring constantly until the mixture becomes smooth and thick enough to coat the back of a spoon, about 3 minutes. Season with salt and pepper. Turn off the heat and stir in the cheese until it melts, then add the spinach and continue to stir until the spinach wilts and is evenly mixed into the sauce.  

  4. Add the pasta to the pan and stir until it is coated with sauce. Pour into the prepared bake dish. Combine bread crumbs and parmesan cheese and sprinkle on top of the casserole.

  5. Bake 20 to 25 minutes until hot and bubbly.


Using reduced fat evaporated milk in this recipe gives it a creamier texture, but you may use a total of 1 3/4 cups 2% milk instead. 

Subscribe to Our Free Newsletter

Free recipes, giveaways, exclusive partner offers, and more straight to your inbox!

Leave a Comment

I have not made this yet so I cannot rate it.

Include a Photo Include a Photo

Click the button above or drag and drop images onto the button. You can upload two images.

Cancel Reply to Comment

Thanks for your comment. Don't forget to share!

Why isn't milk or evaporated milk included in the ingredients?

Hi pooh2tig 0767007, We apologize for the inconvenience. We have updated the ingredients list to include both the evaporated milk and the skim milk. Kaitlin, FaveSouthernRecipes Editor

This recipe was just OK. I would probably add in a few more spices (perhaps sage?) and throw in some chicken for additional protein.

Baked mac and cheese is definitely superior to normal mac and cheese, so I loved this recipe. It wasn't as creamy as un-healthy mac and cheese, but it still tasted great.

I love baked mac and cheese because of the crispy crust you get on top, and this recipe delivered in spades. Great healthy version of a childhood favorite of mine.

One word Yum! This is the best way to enjoy a childhood classic, but grown up -- and with less guilt!

This did not taste healthier. At all. I'm a big fan. I especially liked the topping. I think it's pretty telling that I went back for seconds and thirds.

I like my mac and cheese a bit cheesier, but I LOVED that this was a healthier version.

For a healthier version of mac and cheese, this was pretty good.

Having been a lover of mac and cheese since I was a little kid, I was excited to try this lightened-up version. It did not disappoint! It has all the flavor, plus an extra little kick with the crispy topping, of the traditional mac - but it's lighter and VERY tasty. This could very well become my new go-to mac recipe.

Though this isn't as creamy as traditional mac and cheese, it's a fantastic substitute. I really wanted to go back for more. I bet it reheats well, too!

SO good! I'd probably nix the breadcrumb topping and add a little more cheese, personally, but still good as is!

YUM! Adding baby spinach really knocked this dish out of the park!

So tasty! I also sprinkled some crushed red pepper on my portion, which gave it the perfect little kick.

This was soooo yummy! The breadcrumb topping was my favorite part. I want this for lunch every week!

This was great. I love mac and cheese, but I always feel like it's missing veggies. I didn't feel as guilty eating this mac and cheese because there's spinach in it.

This was great! I was not a fan of the whole wheat breadcrumb topping, but the baby spinach was a delicious touch!

OMG I loved this mac and cheese. It tasted just as good as a regular batch and I really enjoyed the bread crumbs.

I was really pleased with how this turned out. It's one of my favorite homemade mac and cheese recipes that I've had


Report Inappropriate Comment

Are you sure you would like to report this comment? It will be flagged for our moderators to take action.

Thank you for taking the time to improve the content on our site.

Sign In Create Account
Close Window