Almost Guilt Free Mac and Cheese

by Pamela

Guilt Free Mac and Cheese

Guilt Free Mac and Cheese

I know, I know you’re either saying that I’m out of my mind by making this “guilt free mac and cheese claim” or you’re saying “this must taste like crap if it’s healthy.”  Well, you would be correct if you said the former (I am out of my mind most of the time) – although not specifically regarding my macaroni and cheese claim.  But if you read the heading on this, you would notice that I have a made a disclaimer to the guilt free part by saying “ALMOST.”  This recipe still uses pasta, 3 kinds of cheese and butter – would I let you down on something as sacred as mac and cheese?

As usual, Mr. Belly was oblivious to my secret healthy additions.  I let him in on the little secret when he was oohing and aahing over having baked macaroni and cheese, as I was slurping on my veggie soup.  This is what he gets to eat when I’m doing my detox.  Of course I had some, I’ve got to taste it, but this was for him.

I guess I should spill the beans already.  Instead of using milk, I used soy milk.  But the extras are the cool part.  I added sauteed chicken breast and roasted cauliflower to the mix.  Both of these worked really well with the cheese combo that I used.  And yes, this recipe is very similar to the one that Alton Brown makes, but while Mr. Belly and I both adore Alton and his mac and cheese, we like this one a bit better because it has a different flavor.

Relationship Advice

Congratulations – you’ve survived the holidays!  Shopping, parties, in-laws, out-laws….etc.  Now what?  You’ve probably already fallen back into that same old groove.  You know – breakfast, work, home, dinner, tv, sleep, repeat.  This isn’t what things were like when you first got together, is it?  You want it to be like that again.  How do you get back to that place again?  How about doing some of those things that you did when you first started dating?  Be more appreciative when your significant other does or says something nice (say your appreciation out loud), compliment one another on their appearance, hold the door open for her, open her car door, slip a little sexy note in his wallet, and make a date night each week.  The date doesn’t have to mean going out either.  It can be a dinner at home with a movie, game night, or a special romantic scenario in the bedroom.

Serves 6-8


  • 1/2 Pound Cellantani Pasta (elbow macaroni or small shells pasta)
  • 1 Medium Head Cauliflower (chopped and roasted)
  • 1 Pound Chicken Breast (sauteed and diced)
  • 2 Tablespoons Olive Oil
  • 5 Tablespoons Butter (divided)
  • 3 Tablespoons Flour
  • 1 Tablespoon Coleman’s Prepared Mustard (could also use Dijon mustard)
  • 3 Cups Soy Milk
  • 1 Medium Yellow Onion (finely diced)
  • 2 Bay Leaves
  • 1/2 Teaspoon Paprika
  • 1/2 Lemon (juiced)
  • 1/4 Teaspoon Thyme
  • 1/2 Teaspoon Garlic Powder
  • 1/8 Teaspoon Szechuan Peppers (ground – can use more to taste)*
  • 2 Eggs
  • 5 Ounces Goat Cheese
  • 5 Ounces Shredded Parmesan Cheese
  • 6 Ounces Shredded Emmental Cheese (or Swiss cheese)
  • 1 Cup Panko Bread Crumbs (or other bread crumbs)
  • Kosher Salt
  • Fresh Ground Black Pepper


Preheat oven to 425 degrees Farenheit.

For Roasted Cauliflower

Clean core and leaves from cauliflower (you do not have to have any precision when doing this).  Chop cauliflower into pieces.  Pieces should be roughly 1/2″ – 3/4″.

Place chopped cauliflower pieces onto a baking sheet.  Drizzle olive oil over top of cauliflower and mix to thoroughly coat pieces.

After 20 minutes, toss cauliflower pieces to brown all sides.  Bake for another 20 minutes or until edges are browned.

Remove from oven and lower temperature to 350 degrees Farenheit.

For Macaroni and Cheese

In a large pot of boiling and salted water, cook pasta until it is al dente.  Once done, drain.

In another large saucepan, over medium high heat, melt 3 tablespoons of butter.  Once melted, whisk in flour.  Keep whisking to ensure that there are no lumps.  After 5-7 minutes, the butter and flour mixture should be a light caramel color.

Add the soy milk, bay leaves, paprika, lemon juice, thyme, garlic powder, mustard, onions and Szechuan pepper.  Stir occasionally for 10 – 15 minutes.  The mixture should thicken up.  Remove bay leaves.

In a medium size bowl thoroughly mix eggs.  Using a 1/4 cup measuring cup, slowly add milk mixture to eggs (temper the eggs).  While adding the hot mixture to the eggs, make sure that you keep whisking.  Once you have roughly 2 cups of the soy milk mixture in with the eggs, dump everything into the main saucepan and stir.  Add in 3/4 of the shredded cheeses, and all of the goat cheese, and stir to combine.

Add in the cooked, diced chicken and roasted cauliflower.  Once these are combined, add the cooked pasta and stir thoroughly.

Season with salt and pepper.

Pour into a 9″x13″ baking pan.

Cover with remaining cheese.

Melt 2 tablespoons of butter in a saute pan.  Add panko bread crumbs and stir to coat all of the crumbs with butter.

Top the mac and cheese with the panko crumbs and bake for 30 minutes.

Let rest for 15-20 minutes before serving.

*If you really want to kick up the heat factor in this, you can add tablespoon of Sriracha hot sauce to the mix.


Mardi@eatlivetravelwrite January 13, 2010 at 8:28 am

Ok I am totally making this for my husband and not telling him how “guilt free” it is until after he’s eaten it.

Pamela January 13, 2010 at 10:55 am

He’ll never know about the cauliflower and he won’t care about the chicken. Let us know how it goes.

penny aka jeroxie January 11, 2010 at 9:53 pm

Drool and double drool. That looks so good that I can eat it whether is it soy or real milk.

Vegetable Matter January 11, 2010 at 5:45 pm

You lured me in with “guilt free” and then I was convinced by the GREAT photo and very creative ingredient list. I think I could actually get the kids to eat this and they’d never realize it had soy milk and other healthy (ie yucky as far as they’re concerned) stuff in it because it’s so well disguised. A+ from the Moms with Kids Who Love Happy Meals group.

Pamela January 11, 2010 at 9:38 pm

Thank you – You just made my day!

I can vouch that my child, errr husband had no idea.

Jessie January 11, 2010 at 1:23 pm

oh man that is what I call some serious mac and cheese!

Alta January 11, 2010 at 11:55 am

Yummy mac and cheese. Love the multiple cheese, and the szechuan peppers! Awesome flavors going on there.

Shelly January 11, 2010 at 7:02 am

Love your addition of cauliflower – adds creaminess without the fattiness! Why hadn’t I thought of this before! Am def going to try it next time!

Caveman Cooking January 10, 2010 at 11:44 pm

Great looking food … and even better advice! Great post, Pamie!!

Kristi Rimkus January 10, 2010 at 7:50 pm

Fantastic picture. Really beautiful mac and cheese!

pegasuslegend January 10, 2010 at 6:52 pm

The ingredients sound like this would have a great flavor I have tried fat free and had good luck with them also…but this sounds great!

Brie January 10, 2010 at 2:51 pm

very nice photo. mac and cheese is a great dish to hide other foods in, like you did here. plus i like additional flavors in my mac and cheese to keep things interesting.

Cookin' Canuck January 10, 2010 at 12:48 pm

The combination of cheeses that you used sounds so enticing! I’m salivating.

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