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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. 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.