Updated on July 28, 2025.
Need to feed a crowd? This diabetes-friendly take on the classic comfort dish makes more than a dozen servings.
Ingredients
- 2 3/4 cups 1 percent milk, divided
- 1/4 cup half-and-half
- 1/2 large onion, peeled and thinly sliced
- 1 bay leaf
- 5 whole peppercorns
- 12 oz elbow macaroni
- 3 tbsp cornstarch
- 1/2 tsp dry mustard
- 1 1/2 cups finely shredded reduced-fat extra sharp cheddar cheese (white or yellow)
- 1 tbsp freshly grated Parmesan cheese
- 1 tsp salt
- 1/2 tsp fresh ground black pepper
Topping
- 3/4 cup fresh breadcrumbs (preferably made from Italian bread, but whole-wheat bread is fine)
- 2 tsp olive oil
Preparation
- Serves: 13
- Serving Size: 1/2 cup
- Preparation Time: 40 minutes
- Cook Time: 20 minutes
Preheat the oven to 375°F. Coat an 8 x 8-inch square baking pan with cooking spray.
In a heavy bottomed 2-quart saucepan, combine 2 cups milk, half-and-half, onion, bay leaf and peppercorns. Bring to a light boil, lower the heat, and simmer on medium-low heat for 20 minutes to allow the onion and spices to infuse into the milk. Using a strainer, strain the infused milk from the onion and spices and return the strained milk to the saucepan.
While the milk is simmering, bring a pot of salted water to a boil. Add the elbow macaroni and cook for 4-5 minutes. (This is less time than the package directions. You want the macaroni undercooked. This prevents the pasta from becoming too mushy in the casserole.) Drain, add to a large bowl, and set aside.
In a medium bowl, mix the remaining 3/4 cup of milk with the cornstarch. Whisk until well combined. Add half the milk mixture in the saucepan to the milk cornstarch mixture in the bowl and whisk for 1 minute. Add the milk cornstarch mixture back into the saucepan. Bring the entire milk mixture to a boil on medium-high heat. Lower the heat to medium and cook until thickened, about 5-7 minutes. Mixture will still be on the thin side. Reduce the heat to low and simmer for 4-5 minutes.
Remove the pot from the stove. Whisk in the dry mustard, cheese, salt, and pepper. Add the cheese sauce to the pasta and mix well. The mixture should look soupy.
Pour the macaroni and cheese mixture into the prepared pan. Combine the fresh breadcrumbs and olive oil in a small bowl and mix well. Sprinkle the top of the macaroni and cheese with the bread topping. Bake for 20-25 minutes until topping is light brown and macaroni and cheese is bubbly.
Exchanges/Choices:
- 2 Starch
- 1 Lean Meat
Nutrition facts
Per serving: Calories 185; calories from fat 40; total fat 4.5g; saturated fat 2.3g; trans fat 0g; cholesterol 10mg; sodium 300mg; total carbohydrate 26g; dietary fiber 1g; sugars 3g; protein 10g
