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Healthyish Baked Macaroni & Cheese - Chef Whitney Aronoff | Starseed Kitchen

Healthyish Baked Macaroni & Cheese

  • Author: Chef Whitney Aronoff
  • Prep Time: 25 minutes
  • Cook Time: 15 minutes
  • Total Time: 40 minutes
  • Yield: 4 to 6 servings 1x
  • Category: Pasta
  • Method: Oven
  • Cuisine: Comfort Food


A mini sized mac and cheese for the kids or when you don’t want to over indulge. Reach for the best quality organic pasta, butter, flour, milk, and cheddar for a healthyish take on a classic.




  • 2 ½ cups of organic elbow macaroni pasta
  • 2 teaspoons sea salt
  • Organic unsalted butter, for the dish


  • 4 Tbsp (1/2 stick) organic unsalted butter
  • 4 Tbsp organic all-purpose flour
  • 1 tsp sea salt
  • 2 cups organic whole milk
  • 2 cups organic grated sharp cheddar


  • 1/4 cup organic breadcrumbs
  • 2 Tbsp organic unsalted butter, melted


  1. Preheat oven to 350 degrees. Butter a small, square 9 x 9 or similar baking dish that holds 2-quarts.
  2. Follow cooking directions for the macaroni according to the brand you purchase. Add 2 teaspoons of salt and a drizzle of olive oil to the water while cooking the pasta. Cook the macaroni till al dente.
  3. While the macaroni is cooking, start the cheese sauce. Melt 4 tablespoon of butter in a medium sauce pot. Using a wire whisk, stir in the flour and salt, one tablespoon at a time, over medium-low heat. Stir till flour is fully incorporated. Stir occasionally for 3 minutes till flour and butter slightly darken.
  4. Slowly whisk in 1 cup of milk till fully incorporated, then the remaining 1 cup of milk. Bring to a simmer, stirring occasionally, until the cheese sauce thickens, about 5 minutes. Using a spatula, stir in the cheese till melted. Add the drained macaroni to the cheese sauce and mix thoroughgoingly. Transfer the macaroni and cheese to the prepared baking dish.
  5. For the topping, melt remaining butter in a small pan. Stir in breadcrumbs. Top macaroni and cheese with buttered breadcrumbs. Bake until the dish bubbles around the edges, about 15 minutes. For a crispy brown finish, place under the broiler for 30 seconds to 2 minutes depending on your oven.


  • Substitute the pasta and flour for gluten-free options as desired.
  • Remember when using gluten-free or bean-based pastas to undercook the pasta by 3-4 minutes. It will keep cooking when it mixes with the cheese sauce. If you cook it per the package directions, it will turn to mush when it is stirred in with the cheese sauce.