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Macaroni and Cheese (with a grown-up twist)

Low Carb Macaroni and Cheese (with a grown-up twist)(Updated and added to Recipe Favorites October 2009) I first posted this recipe back in 2005, when I first heard of Dreamfield’s Pasta, and that’s what I used when I originally named this “Low Carb Macaroni and Cheese.”  Since then I’ve heard that if Dreamfields if Dreamfields pasta is cooked for a long time or reheated it increases the glycemic index, so this pasta is probably not as low in carbs as I had hoped, and I’m taking the “low carb” off the recipe name.  However, I’ve been using Dreamfield’s products for about five years now to make things like Shrimp and Macaroni Salad, Roasted Tomato Soup, and Vegetarian Lasagna and I’d probably still eat this once in a while as a treat.  If you’re making this for the South Beach Diet you could use whole wheat macaroni, or use Dreamfields and limit the portion or save it for phase three.

This macaroni and cheese is one I’ve been making for years using a recipe I adapted from Classic American Food Without Fuss by Francess McCullough and Barbara Witt. Their recipe is a Southern style macaroni and cheese, one of the famous “sides” that come with meals in the south. Southern style means there’s no cheese sauce, but instead bits of melted cheese all through the macaroni. For years I made it with milk, but then one time I only had buttermilk, and that’s how this variation “with a grown-up twist” was born. Of course, you can also wimp out and use milk if you prefer.

When I looked at this recipe again I realized that Dreamfield’s has changed their product sizes since 2005, because one box used to be a pound (over 4 cups of macaroni) and now it’s 13.25 ounces (about 3.5 cups.) I’m guessing Dreamfields made that change to make their pricing more competitive, because it used to be over $3.00 a box and now it’s $2.39 in my store. I’m not mad about the change, but it did make this recipe a little out of whack. I made some changes to adapt to this new size, but I’ll show the original recipe after the updated version in case anyone has been using it.

Start by bringing a large pot of salted water to a boil. Add one box (3.5 cups) of Dreamfields Elbow Macaroni and cook exactly 9 minutes from the time the water comes back to a boil, then drain. Don’t overcook, because it will cook more when it’s baked.

While the macaroni cooks, mix the mustard powder with one tablespoon of hot water, then add eggs, buttermilk, salt, and pepper and beat together with a fork.

Put the drained macaroni back into the pan you cooked it in, then add the egg/buttermilk mixture and stir to combine.

Next add the grated cheese and stir into the macaroni mixture. Use any type of cheese you like, but a blend of several types is best. (Use reduced fat cheese for the South Beach diet.)

Put the macaroni mixture into a casserole dish that you’ve sprayed with non-stick spray, top with a bit of Parmesan cheese if desired, and bake at 375F/190C for 30-35 minutes.

I got distracted and let this one get pretty brown on top, but it still tasted great.

Macaroni and Cheese (with a grown-up twist)
(Makes 10 side dish servings, adapted from Classic American Food Without Fuss by Francess McCullough and Barbara Witt.)

1 box (13.25 oz. or about 3.5 cups) Dreamfields Macaroni or whole wheat Macaroni
4 cups grated cheese (I used a mixture of reduced-fat sharp cheddar and reduced-fat Pizza cheese blend, use any combination of cheeses that you like)
2 eggs
salt/pepper to taste
2 tsp. dry mustard mixed in 1 T hot water
1 1/2 cups buttermilk (or milk)
1/4 cup finely grated Parmesan cheese (optional)


Preheat oven to 375F/190/C. Bring a large pot of salted water to a boil. When water boils, add the dry pasta, stir and bring back to a boil, then reduce heat and time for 9-10 minutes. (The pasta will cook more in the oven, so be sure to stop cooking when it’s still fairly al dente. Pour pasta into a colander placed in the sink to drain.

Mix together mustard and hot water in a glass measuring cup or bowl. Add salt, pepper, eggs, and buttermilk and whip together with a fork. Put the drained pasta back into the pan you cooked it in, then pour the buttermilk mixture over pasta and mix. Add the cheese and stir to combine.

Spray a 9″ by 12″ glass or crockery casserole dish with nonstick spray or olive oil, then pour the macaroni mixture in and press down so it’s evenly distributed in the dish. Sprinkle Parmesan cheese on top if desired. Bake uncovered for 30-35 minutes, or until all cheese is melted and cheese on top is starting to brown slightly.

Serve hot. This freezes well, and can be reheated in microwave.

(Recipe note: The original version of this recipe posted in 2005 called for 1 lb. of Dreamfields Penne or Macaroni, 6 cups of cheese, and did not use the Parmesan cheese. All other ingredients are the same. Cooking time was slightly longer for the increased amount in the original recipe.)

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South Beach Suggestions:

(Edit June 2011 – I have recently learned that if Dreamfields pasta is cooked for a long time or reheated it increases the glycemic index, so this recipe is probably phase 3 if made with Dreamfields.)  You could make it with whole wheat pasta, but I’m guessing it might still be a “once in a while treat” for phase 2 or phase 3 due to the amount of cheese.

More Tasty Ideas with Dreamfields Pasta
(Recipes from other blogs may not always be South Beach Diet friendly; check ingredients.)
Pasta with Sausage and Collard Greens from Kalyn’s Kitchen
Spaghetti Marco Polo from Kalyn’s Kitchen
Broccoli, Basil, and Pata Salad from The Perfect Pantry
Low Carb Supper Skillet from A Veggie Venture
Angel Hair with Shrimp and Asparagus from Gina’s Weight Watcher Recipes
(Want even more recipes? I find these recipes from other blogs using Food Blog Search.)

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51 comments on “Macaroni and Cheese (with a grown-up twist)”

  1. Pingback: Luxury mac 'n' cheese pots - Cooksister | Food, Travel, Photography

  2. Awesome recipe.  The easiest mac & cheese with the most flavor I have ever made.  Everyone enjoyed.  No more big mess – cleanup is a breeze.
    Thank you!

  3. Truthfully I am not sure how close the flavor of mustard seeds are to dried mustard, but I think it might be good.

  4. would it work to grind some purple mustard seeds in a coffee grinder and use that in this recipe?

  5. Hi! I've really enjoyed reading your recipes! I've even blogged about a few on my blog, journytoskinny.blogspot.com. I love macaroni and cheese and I found a version that is Phase 2 friendly via Pinterest. The recipe comes from the blog whiteonricecouple.com. Here's the link, http://whiteonricecouple.com/recipes/stove-top-one-pot-macaroni-cheese-recipe/

    You use 2 cups of milk to boil 2 cups of macaroni (Whole Wheat to make it SB friendly) then you add one cup of cheese. It is so easy and yummy!

    • I'm glad you're enjoying the recipes. I actually know Todd and Diane. You would need to omit the butter and use low fat cheese in addition to whole wheat macaroni to make their recipe SBD friendly.

  6. Anonymous, when I started to edit I realized I did have that warning in 2 places in the recipe, but obviously you missed it, so I'm making it more clear and also removing "low carb" from the recipe title so there is no confusion.

  7. Anonymous, I just found out about this in June and wrote this post about Dreamfield's pasta including that caution. I then edited my recipes to include that warning, but obviously I missed this one. I will edit it right now, and thanks so much for catching it.

  8. I thought if you heat the pasta past 10 minutes you run the risk of the protective carbs breaking down and adding to the total carb count. It either says it on the dreamfields box or on their website.

  9. People who think Dreamfields is not a low carb pasta should definitely not use it, but I'm not going to publish links to sites making those kinds of claims, since I've used the pasta for years and had good results with it.

  10. I honestly don't know how it would turn out in a crockpot but I'm guessing it wouldn't be bad, just not as crispy on top.

  11. Can you please tell me if I will get the same results in a crock pot?

  12. Had this last night super yummy!

  13. I'm excited to give this a try. I have to admit, it's hard to low carb and continue for extended periods of time due to lack of variety and missing fun foods… Thanks so much for the reciepe, I'm trying it tonight.

  14. Amy, that's funny (but true I bet!) This is different than the "creamy" versions of Mac-n-cheese, but still very good!

    Alfinky, congratulations on the 17 pounds, and I'm so glad you liked it.

    Roberta, all I can is Wow! I'm intrigued by the idea of adding a little blue cheese. I can see how it would just make all the other cheese taste a bit better, great idea!

  15. I love Dreamfields, and I love mac-n-cheese, so this recipe piqued my interest right away. And the buttermilk is the next ingredient to lift mac-n-cheese out of the ordinary!

    My always-a-perker-upper ingredient for mac-n-cheese is about an ounce or two of blue cheese, crumbled in with the rest of the cheeses. It doesn't add a blue cheese taste, it just intensifies the cheesiness of the sauce, for some reason. If you have family members who don't like blue cheese, don't tell them you put it in there, as they'll never know. They'll just know there's a real cheesiness!

    So, buttermilk and blue cheese with Dreamfields: how could it get any better?

  16. I made this last night. It came out great. I have never tasted Buttermilk straight before. Lil too sour for me. But great in recipes.
    This was great! I froze 1/2.
    Low Carb or not, This has to be a once in while thing. I lost 17lbs this month, so had a treat. Very good, Kalyn.

  17. I recently made some mac & cheese but I used gruyere, sharp cheddar, and yes, lots of butter – not really my thing but I have a husband that loves to eat that kind of food. Once in a while I indulge him.

    I would much prefer to sit down at your table and eat your mac and cheese. I think I might try your version (with gluten-free pasta) and see if I can trick him. It works more often than he knows.

  18. Cindyay, thank you! I'm learning, but most of the time I still feel like I have a lot to learn. I did just get a new camera (Canon 40D) that I'm really happy with.

  19. Just wanted to say I think you take some professional looking pictures! They look real good and I LOVE browsing through and making your recipes!

  20. Dine in Diva, it does, doesn't it? People never believe me when I tell them, but you can't tell any difference when you taste it.

  21. Eating some leftovers from the batch I made Sunday. Tasty and satisfying. The Dreamfields tastes just like regular pasta.

  22. Great recipe. I always like mac and cheese. I usually don't bake and I'll have to try it.

  23. I first learned about Dreamfields pasta on Kalyn's Kitchen, and it's been a life saver (well, a menu saver!). Before Dreamfields, I'd given up eating pasta because the "low carb" pastas on the market tasted awful and had no texture. Dreamfields has the same texture and virtually the same taste as other pastas, and it's now the only pasta we use at home.

  24. I was skeptical of this pasta when it first came out, and some of my co-workers are still skeptical today. I did not realize it had earned the Good Housekeeping Seal of Approval. I'll have to share that with the skeptics!

    This pasta is really good, and you cannot tell the difference from other dry pastas. I would use it anywhere you would use regular pasta, but the next time I use it will be with this recipe. Sounds great, Kayln!

  25. This looks delicious. I love it that you used buttermilk.

  26. thanks for the reply!

    i read online that buttermilk can be substituted with soy milk – you just have to add one tablespoon white vinegar or lemon juice to one cup buttermilk.

    i'm making this tonight, so we'll find out if the soy milk works or not! 🙂

  27. Davina, thanks. It's one of my favorite comfort foods.

    Dara, I really like the Dreamfields. I find it at Smiths Marketplace by my house.

    Dibear, sounds like this would be perfect for you.

    Michelle, I haven't ever cooked with soy milk, so I'm not really sure how it would work? If it can usually be substituted for regular milk, it would probably work for this, but I can't say for sure.

  28. this looks delicious, and is going into my grocery list for the week. one question – do you think light soy milk would work in place of buttermilk/milk? would it be the same amount?

  29. Haven't found Dreamfield's in my area, but I'll keep looking. I love pasta, and I am a diabetic and need to watch my carbs.

  30. Okay, I will admit that I hadn't heard of Dreamfield pasta, but will now keep my eyes open for it. My family enjoys mac & cheese and I'm sure they would enjoy your version. I promise I won't "wimp out" on the buttermilk.

  31. Thanks for the recipe. This is a wonderful macaroni and cheese that everyone would love in the family. They're always a comfort food.

  32. Christine, I'm noticing that my stores here don't carry the whole line, but I seem to be able to find all the varieties by shopping at several stores. I agree, stock up when you see it. You can buy Dreamfield's Pasta from Amazon.com. It's not that much more expensive, but of course yu have to pay for shipping.

    Katrina, I love this pasta, bet you will like it!

    Joanne, if I had some Gruyere cheese, I definitely would add some to this!

  33. I made mac and cheese with a kind-of "gourmet" twist this week (gruyere and mushrooms) but I love your use of buttermilk. There is never too much mac n cheese in my life so I see myself making this in the near future. Delicious!

  34. Thanks for a wonderful recipe AND letting me know about Dreamfield's pasta! I vaguely remember seeing it, but now I HAVE to try it. All the whole wheat products out there don't agree with me, so this is a definite alternative. Your recipe looks delicious!

  35. Kalyn,
    I have been using Dreamfields for several years myself. I snap it up when I see it on sale. I have only seen lasagna noodles once and since then they are not to be found in my area. I just wish they had more varieties of pasta.
    I am glad to see the breakdown you did on the carbs, etc. That was very reassuring to me.
    I know of some people (very few) that do seem to react to Dreamfields with increased blood sugars, but I guess this isn't the general rule.
    Your recipe is very close to one I use that I got from John Thorne's books. He uses evaporated milk in his and I have substituted fat free evaporated milk for it with no loss of quality. I will have to try the buttermilk the next time I make it.
    I want to say I love your blog and come to it often for ideas.


  36. Rhonda, so glad you liked it. (I've had this recipe on my list for a new photo for ages! Need to make it again.)

    Like your additions too!

  37. Kalyn, I made this tonight for dinner, I added broccoli and chunks of ham to make it a complete meal. And it was devine, the whole family loved it. They don't know the difference between dreamfields and regular pasta. As a recent convert from Atkins to South Beach, I just wanted to say thank you for all of your hard work. You are a savior to us newbies limping along.

  38. Shirley, you are welcome to post the recipe if you provide a link back to this page. However I don’t count carbs, so you’ll have to make it and calculate the carbs yourself if you want that information.

  39. I was looking for a good southern mac & cheese recipe when I found your blog. I do wish I could get the carb count of this recipe.
    I too have a blog with recipes for diabetics. Would like to put this one on it too if it’s OK with you.

    Shirley from Recipes for Diabetics (or just to lose weight)”

  40. Paula, thanks for the feedback. I’m glad you like the recipe. (Sigh, I wish Utah had Trader Joe’s!)

  41. This is a great low carb mac n cheese recipe. I replace the Dreamfields pasta for Trader Joe’s Whole Wheat pasta with flax seed, and it gets great reviews.

  42. LisaSD – Believe it or not,I really do like buttermilk, but regular milk I can take it or leave it. Go figure. I can buy the Dreamfields at Smiths (Kroger) here in Utah and also at Wild Oats. I think it’s available in lots of places.

  43. Buttermilk??!!! You’re not a closet southerner, are you?

    Is the Dreamfield’s just available at regular supermarkets?

    I just got some powdered buttermilk at Whole Foods yesterday. It seems that whenever I buy buttermilk for a recipe, half of it goes unused…so I thought maybe if I just make it as I need it, it’d be a better use of my money? We’ll see.

  44. I’ll vouch for Dreamfields which Kalyn introduced to me a few weeks ago. There’s NO TELLING THE DIFFERENCE. Maybe especially when doused in all that, er, low carb, CHEESE. (Yes I’m drooling …)

  45. Wow, this sunds really good! Thanks for stopping by my blog – your’s is great!

  46. Wow, that looks good. I’ve been meaning to pick up a box. Here’s the reason to do it!

  47. I haven’t had Mac’n’Cheese in YEARS! I’m going to go and make this for my very next meal! Yum!

    Thanks for the meme explination. I still don’t get it.

  48. THANKS for this recipe, Kalyn! I promised the girls at my work that I would make them some low-carb macaroni & cheese for our Christmas party on Thursday. THIS RECIPE IS PERFECT! See ya!

    Jimmy Moore, author of “Livin’ La Vida Low-Carb”

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