Healthier Mac 'n Cheese with Basil & Bread Crumbs

Side Dishes

Healthier Mac 'n Cheese with Basil & Bread Crumbs

Didn't think macaroni and cheese could be healthy? Think again! With both flavor and health in mind, we’ve revamped one of our favorite pasta recipes, Macaroni & Cheese with basil bread crumbs, to cut the calories and lower the fat for a protein-packed, light mac 'n cheese option.


6 servings

Total Time

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Test Kitchen Tip

When you make mac and cheese, choose a pasta with holes in it — like penne (our favorite), shells, or elbows — to trap cheesy goodness in every bite.


Preheat oven to 450°. Coat a 2-qt. ovenproof baking dish with nonstick spray; set aside.

Cook pasta according to package directions; drain and set aside.

Toss together bread crumbs and black pepper in a small bowl; set mixture aside.

Process cottage cheese, mustard, salt, and cayenne in a food processor until smooth; set aside.

Heat 1½ cups milk, onion, garlic, and nutmeg in a saucepan over medium heat until milk steams. Whisk flour into remaining ½ cup milk in a small bowl. Stir into warm milk; cook until mixture thickens, 58 minutes. Whisk in cottagecheese mixture until smooth.

Stir in Cheddar by the handful, adding more only after the previous addition has melted. Once all cheese is melted, stir in pasta and 1 Tbsp. basil. Transfer pasta to the prepared baking dish; top with read-crumb mixture.

Bake mac and cheese until bread crumbs are golden, 2025 minutes. Remove pasta from oven; garnish with additional basil. Let mac and cheese rest 5 minutes before serving.

How We Lightened It

MILK SWAP We changed the type and amount of milk used in the base, switching from whole milk to skim, and not using broth. This cut 4 grams of fat and 120 milligrams of sodium.

CHEESY CHOICES Replacing the original cheeses with extra-sharp Cheddar (aged Cheddar also works) added loads of flavor, allowing us to reduce the amount of cheese used. Also, adding a dab of yellow mustard helped stretch the tangy flavor of the cheese without adding fat or calories.

BYE-BYE BUTTER Puréed 2-percent cottage cheese was used to thicken a butterless “roux,” which kept this dish creamy and cheesy. Eliminating 3 Tbsp. of butter from the roux got rid of nearly 20 grams of saturated fat. We also dropped the oil in the breadcrumb topping, which had added 120 calories to the original recipe.

PASTA PINCH-HITTER Trading whole-wheat pasta for regular white macaroni reduced the calories and doubled the fiber to 15 percent of the recommended daily intake.


Purée cottage cheese until it’s ultrasmooth; this helps thicken mac and cheese while keeping it creamy


The milk mixture has cooked long enough when it’s thick enough to coat the back of a spoon.


Cheddar that you’ve shredded yourself melts better than the preshredded packaged variety.

Nutritional Facts

Nutritional Facts

Per serving

Calories: 354

% Daily Value*

Total Fat 13g 20%

Cholesterol 38mg 12%

Sodium 798mg 33%

Carbs 39g 13%

Protein 21g

*Percent Daily Values are based on a 2,000 calorie diet.

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