Skip to main content

Summer Bliss: Save $150 per person, per night in Tucson

 Ends 9/30 (opens in new window)

Baked Macaroni & Cheese

1 Hour
7 People
Close-up of baked macaroni and cheese.


3 cups elbow macaroni, whole wheat if available
1/2 cup small diced onions
1 tbs. canola oil
1 bay leaf
1/2 tsp. freshly ground black pepper
Pinch of ground cloves, optional
1/4 cup cornstarch
4 cups 2% milk
1 tsp. Worcestershire sauce
1/2 tsp. garlic powder
3/4 tsp sea salt
1/2 tsp. white vinegar
2 cups shredded cheddar cheese (about 8 oz. weight)
1/4 cup Parmesan cheese, grated
1/2 cup whole-wheat bread crumbs


  1. Cook macaroni according to package instructions. Rinse and rinse. Set aside.
  2. Preheat oven to 375F. Lightly coat a 9×13 inch baking pan with canola oil spray.
  3. In a large saucepan, sauté onions in canola oil over medium heat until translucent. Add cloves, black pepper and bay leaf.
  4. In a large bowl, mix cornstarch with milk.
  5. Add milk mixture to onion mixture and bring to a simmer over low heat. Cook for 2 to 3 minutes, or until thickened. Add Worcestershire sauce, garlic powder, salt, pepper and vinegar. Stir in cheeses and stir until melted. Remove and discard bay leaf. Stir in macaroni and mix gently.
  6. Pour into baking pan and top with breadcrumbs. Bake 20 to 25 minutes, or until bread crumbs are golden brown.

Special Chef's Note
This recipe is a super satisfying way to meet cravings for mac and cheese, yet provide a dish that is a bit more health focused. This recipe is great for everything from weeknights to holiday meals.

Recipe additions and Alternatives
Use unsweetened almond or soymilk in place of cow's milk. Gluten free pasta can be used in place of wheat.


Calories 165
Protein 8g
Sodium 286mg
Carbohydrates 19g
Fat 6g
Fiber 1g
Servings 7