Our mac-and-cheese makeover wins raves of approval, having all the comfort and great taste of its predecessors with a substantially more healthful profile. It uses whole-wheat pasta and includes a colorful layer of spinach. It's also a winner for make-ahead convenience.

Makes 4 servings

ACTIVE TIME: 25 minutes

TOTAL TIME: 55 minutes

EASE OF PREPARATION: Easy

3 tablespoons plain dry breadcrumbs
1 teaspoon extra-virgin olive oil
1/4 teaspoon paprika
1 16-ounce or 10-ounce package frozen spinach
1 3/4 cups 1% milk, divided
3 tablespoons all-purpose flour
2 cups grated extra-sharp Cheddar cheese (6 ounces)
1 cup low-fat (1%) cottage cheese
1/8 teaspoon ground nutmeg
1/2 teaspoon salt, or to taste
Freshly ground pepper to taste
8 ounces (2 cups) whole-wheat elbow macaroni or penne

1. Put a large pot of lightly salted water on to boil. Preheat oven to 450°F. Coat an 8-inch square (2-quart) baking dish with cooking spray.
2. Mix breadcrumbs, oil and paprika in a small bowl. Cook spinach according to package directions. Drain and refresh under cold water; press out excess moisture.
3. Heat 1 1/2 cups milk in a large heavy saucepan over medium-high heat until steaming. Whisk remaining 1/4 cup milk and flour in a small bowl until smooth; add to the hot milk and cook, whisking constantly, until the sauce simmers and thickens, 2 to 3 minutes. Remove from heat and stir in Cheddar until melted. Stir in cottage cheese, nutmeg, salt and pepper.
4. Cook pasta for 4 minutes, or until not quite tender. (It will continue to cook during baking.) Drain and add to the cheese sauce; mix well. Spread half the pasta mixture in the prepared baking dish. Spoon the spinach on top. Top with the remaining pasta; sprinkle with the breadcrumb mixture.
5. Bake the casserole until bubbly and golden, 25 to 30 minutes.

NUTRITION INFORMATION: Per serving: 503 calories; 17 g fat (9 g sat, 2 g mono); 54 mg cholesterol; 60 g carbohydrate; 31 g protein; 8 g fiber; 935 mg sodium.

Nutrition bonus: Vitamin A (200% daily value), Calcium (60% dv), Folate (27% dv).

MAKE AHEAD TIP: Prepare through Step 4. Cover and refrigerate for up to 2 days or freeze for up to 3 months. Thaw in the refrigerator, if necessary, then bake for 35 to 45 minutes

I love the combination of spinach and cheese. It's great to have a healthy update of our family's favorite dinner.

Anonymous

This was really good. I didn't add the spinach but I added a little dry mustard to the flour and 1/4c. milk to make it more like the full fat recipe that I love. Will definitely make this again!

Anonymous

Good and good for you. Our kids even ask for it!

Anonymous, Brownsburg, IN

Great receipe! I would recommend adding more spices to the cheese sauce to give the flavor more punch. If you like it spicy, use a pepper jack cheese instead of the cheddar. The mustard powder suggestion is also a good idea.

Anonymous, Richmond, VA

Would love to see the addition of something like what the old Weight Watcher's magazine use to do: Provide the recipe in the context of a whole meal. For example, I could serve veggies burgers, fish or chicken with this "Updated Mac and Cheese" dish--with a tall glass of Mint iced-tea on the side! I think it encourages more people to try the recipe because they won't have to think so hard about "what can I have with this?..." Thanks for a great job. I love the website!!!! Peace.

Anonymous, Washington, DC

This is a family favorite and has become a staple item on our menu selections. I use fat free cottage cheese and 2% milk sharp cheddar to further reduce the fat, and it's still creamy and delicious. My husband always goes back for seconds.

, San Francisco, CA

This mac and cheese was GREAT! It was also very easy to make. I am 18 yrs. old and I love to cook, especially healthy food. I have two younger sisters and one younger brother, all of whom do not like vegetables, but they loved this. This is going to become a regular in our family.

, AR

This recipe sounds great to eat, although I question the way it looks. As a child I never would have eaten something that looked this way. I think as parents we have to be creative in the appearance of food in order to make the ingredients appetizing to children.

, Grand Rapids, MI

This mac and cheese recipe is the BEST. I like to do it with a layer of peas instead of the spinach.

Anonymous, Weehawken, NJ

Use Dreamfields pasta (very tasty and filling!) for fewer digestible carbs!

Anonymous, Charlotte, NC

This mac & cheese recipe is the worst!!! I made it exactly as recipe calls for and we could not eat it! Don't waist your time & money on this one! Very time consuming too. I clicked in the rating 1 star but they should have a minus up there to click.

Anonymous, Bangor, ME

LOVE THIS RECIPE! just made it again tonight and i decided to double it on a whim, divided it between 2 dishes and popped one in the freezer.

Dan, VE

This far surpassed our expectations. We used picconing instead of cheddar, too. I was a little put off by the cottage cheese curds in the pasta. I am wondering if that's how it's supposed to look? Otherwise, this was creamy and cheesey and delicious.

Korey

Made this a couple of times, my family loves it. Add the dry mustard as suggested and another 1/4 c. milk for moisture.

Ruthann, Simi Valley, CA

I'm always looking for recipes to entice my 10 year old son to eat more; he's always starving once he's home from school ! Unfortunately, we're both lactose-intolerant and even using skim milk and the sharp cheddar didn't help us. BTW, spinach blocks the absorption of calcium, so I made ours with sweet peas intead, and it turned out very good.

Sue Soliwoda, South Hadley, MA

This is the best. I even cut more calories when I used low fat cheese, skim milk, and low cal pasta i.e. fiber gourmet. Brought it to 350 cal a portion. Light and delicious. Making it again right now.

Joann Bergeron, Plymouth, MA

I made this recipe not all that long ago. It was okay. The use of cottage cheese in it seemed odd especially since there was already enough cheese sauce for the amount of pasta the recipe called for.

Anonymous, IN

The first time I made this we couldn't even finish it. I'm pretty sure that was because of the gross frozen spinach. The next time I made it I used lightly steamed broccoli and we fell in love. Sometimes I use ricotta instead of cottage cheese because I'm not a big fan of the noticeably large curds you get with cottage cheese. Sometimes I'll add a little chicken or ham for some extra protein.

Loni

My kids found the spinach a little gross so I was wondering if there is another vegetable you could add instead like squash.

Billy, New York, NY

My daughter Juliet and her little friend both really liked it a lot. She even wanted to take it to school for lunch! Yummy!

Georgina Sikora, Tehachapi, CA