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Kalyn's Kitchen

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. 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.

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

  3. Had this last night super yummy!

  4. 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.

  5. 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!

  6. 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?

  7. 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.

  8. 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.

  9. 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.

  10. 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!

  11. 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.

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

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

  14. 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.

  15. 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!

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

  17. 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! 🙂

  18. 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.

  19. 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?