*Note: This picture does not do the dish any justice.  I was too hungry to take a decent photo!*

Ok this is by far the most mouth watering, amazing, and flavorful macaroni and cheese ever.  I decided to make this while my husband was out of town, since he isn't a big fan of mac and cheese.  I intended to eat it for a about a week for lunch, but that did not happen.  I finished it in about two days!  All by myself! I was a bit upset with myself for eating like such a pig, but I just couldn't help it. The regular ol' mac and cheese that I make is definitely good, but this one doesn't even compare.  The sauteed mushrooms and herbs add so much flavor to this dish, which is great when cooking with something flavorless like fat free cheese.  The blend of cheeses worked very well too.  I was wary about substituting gruyere cheese for fat free swiss cheese, but the results were surprisingly good.  The bread crumbs on top also add a nice crunchiness to each bite. Overall, I was ecstatic with the results.  I cannot wait to make this again and this time I will have my husband try it as well.  I highly recommend this and think everyone should add it to their grocery list...now! :)

  • 1 lb of corkscrew pasta (or your mac and cheese favorite)
  • 2 tbsps of olive oil, divided
  • 1 lb of baby bella mushrooms, chopped
  • 1 shallot, minced
  • 3 gloves of garlic, minced
  • Salt and pepper to taste
  • 1 tbsp white wine vinegar
  • 3 tbsp all purpose flour
  • 2 tsp fresh basil, minced
  • 2 tsp fresh rosemary, minced
  • 2 tsp fresh thyme, minced
  • 2 cups 1% milk 
  • 6 oz of fat free american cheese (Lifetime)
  • 6 oz of fat free swiss cheese (Lifetime)
  • 1/4 - 1/2 cup of panko breadcrumbs, lightly toasted (I used Italian seasoned)

Preheat the oven to 400 degrees.  Meanwhile, cook the pasta according to the package directions, drain and set aside. Then, chop the shallot, mince the garlic and herbs, and shred the cheeses. Set aside all ingredients.  

Heat 1 tablespoon of olive oil in a large skillet.  Add the chopped mushrooms and saute until the mushrooms are tender, about 5-7 minutes.  Stir in the garlic and saute until fragrant, about 1 minute. Season the mixture with salt and pepper, add the white wine vinegar and set aside. 

Next, in a medium saucepan heat the other tablespoon of olive oil.  Whisk in the flour and make a paste.  Continue whisking the paste for a couple of minutes until it turns golden. Stir in the fresh herbs and continue whisking for about 1 minute, until they are fragrant. Pour in the milk and whisk constantly while the mixture simmers and thickens.  Finally, add the shredded cheese gradually, stirring constantly so that there are little or no clumps.  

Add the cooked pasta and mushroom mixture into the cheese sauce.  Stir really well to combine everything together evenly.  Pour the mixture into abaking dish coated with cooking spray.  Sprinkle the breadcrumbs on top and bake for 15-20 minutes.  Let it cool for 15-20 minutes before serving.  Enjoy! 
Macaroni and Cheese is one of the best comfort foods, hands down!  I hadn't had it for many years because I couldn't find a decent fat free cheese that melted well or tasted good, but once I did, I make it whenever I am craving something cheesy for lunch or as a side for dinner.  I absolutely love this simple dish! 

*If you can, buy Bordens Fat Free American Cheese Slices, this is the BEST. Other fat free cheeses work fine (like Kraft) but Bordens definitely makes a huge difference in the taste.*

  • 2 tbsp cornstarch 
  • 1 tsp of salt
  • 1 and 1/2 tsp dry mustard powder 
  •  1/4 tsp pepper
  • 2 and 1/2 cup of skim milk
  • 2 tbsp extra virgin olive oil 
  • 12 slices of Borden Fat Free American Cheese Slices
  • 8 OZ of elbow macaroni 
  • Pam Cooking Spray

Preheat the oven to 400 degrees.  Boil the macaroni according to package directions. In a medium saucepan on medium-high heat, combine the cornstarch, salt, dry mustard, and pepper.  Stir well so there aren't clumps and everything is incorporated. 

Stir in the skim milk until it's smooth.  Then, stir in the olive oil.  Continue to stir constantly, and bring the mixture to a boil for one minute. Turn the heat down to low and remove the pot from the heat.  Mix in 10 of the cheese slices and stir well until all the clumps are gone and you have a cheese sauce.  If necessary, put the pot back on the low heat in order to make this job easier (be careful not to burn the sauce).

Strain the elbows and add them to the cheese mixture.  Mix well so that the cheese sauce is coating the noodles evenly. 

Spray a two quart casserole dish with Pam. Pour the macaroni and cheese in the dish. Break up the remaining two cheese slices into strips/pieces and scatter on top of the macaroni. Bake the dish for 20 to 25 minutes or until it's hot and bubbly and the edges are browned.