Mac and cheese cravings are rare but powerful. My mother always made great homemade mac and cheese and until about 6th grade I had never even heard of mac and cheese from a box. One day I went to a friends house for dinner and stunned his family when I revealed this. His mom even jokingly called me “sheltered”.

The menu for the evening was of course mac and cheese from a box, a weekday-night staple at their house. At first I was a bit skeptical given that my friend was also obsessed with cheese from a can. Well lets just say that boxed mac and cheese is pretty darn good, cheap and convenient but it ends there. No crispy baked cheese or noodles on the outskirts, no crumb topping and certainly no nutritional value.

This recipe is very cheesy and filling and when you make a batch as large as this, you’ve had your fill of dairy by the end. Intermixing some good veggies and hearty meat helps lessen the cheese overload. You can also freeze any leftovers or make a half-batch.


12 oz whole wheat elbow macaroni (or rotini, penne, egg noodles)
3/4 lb lean ground beef, pork or turkey breast
12 oz fat-free shredded cheddar cheese
16 oz fat-free cottage cheese
12 oz fat-free sour cream
1/2 cup skim milk (or soymilk)
1 head broccoli, finely chopped
8 oz sliced mushrooms

1/3 cup grated Parmesan cheese (low fat if available)
1/2 cup whole wheat bread crumbs (see below to make your own)
2T smart balance light butter, melted
salt and pepper


1. Preheat oven to 350. Cook pasta, drain and set aside. In a large pot, cook the ground beef until browned. Drain beef, then add mushrooms and broccoli and cook until mushrooms are tender.

2. Add the cottage cheese, cheddar cheese, sour cream, milk and plenty of salt and pepper to the beef mixture. While heating, mix together bread crumbs, Parmesan and melted butter in a small bowl.

3. Once heated through and seasoned to taste add the pasta to the beef and cheese mixture. Add milk/sour cream as needed to adjust consistency. Transfer to a 9×13 dish (it should just fit) and top with crumb topping.

4. Bake for 25-30 minutes or until bubbly.

Additional Info:

The best advice I can give is to serve in small portions! This is a very thick, rich and hearty meal. The measurements are pretty rough estimates: I used an entire box of pasta and the full containers or sour cream, cottage cheese and cheddar cheese.

* Homemade Bread Crumbs: Take 2 slices of soft whole wheat bread and pulse in a food processor or tear apart by hand into small pieces. Place crumbs on a baking sheet and bake at 400 degrees for 10-15 minutes or until dry and crisp.

Filed in Main Course, Peanut Butterless, Side Dish

7 Responses / Leave a comment »

  1. Jessy and her dog Winnie says:

    That looks super yummy. The the top looks nice and crispy!

  2. glutenfreeforgood says:

    Hey Nick,
    I had to check out your blog after reading your comments on Naomi’s blog. Love the peanut butter theme! And,yippee, peanut butter is gluten free.

  3. Simply...Gluten-free says:

    And here I thought you were going to make mac and cheese with peanut butter!

  4. Nick says:


    Although my lifestyle and cooking are not gluten-free, peanut butter is!! So as it turns out a lot of recipes I make are gluten-free. I should make a new label to categorize them as such for you gluten-free-enthusiasts =).

    And yes, I would have thought that I would make mac n cheese with peanut butter as well.

    I think peanut butter would go really well in mac n cheese but maybe not in a recipe as complex as this. Also, I made this recipe with my girlfriend and she wasn’t too keen of the idea =/.

    But I’ll try a simple peanut butter mac n cheese soon, I think the peanut butter will lend to the creaminess.

  5. robin (caviar and codfish) says:

    Thank you for posting this peanut butter-less. I mean, that would just be too much man. :)

  6. Hungry Hamster says:

    Haha, I also most got excited when I thought there was going to be peanut butter in the Mac’n Cheese. It looks great nevertheless! I’m having a baked pasta craving now!

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