Healthier Shells ‘N’ Cheese

I had a craving for Mac ‘N’ Cheese. I grew up on Kraft’s version of this (my favorite is the Spirals) but I always found that the boxed brand was way TOO Salty and TOO Unhealthy. I have some of the individual servings in the house, in case my husband needed a quick lunch but for the most part, I don’t eat it often. I have made stove top mac ‘n’ cheese before and I have long learned that making foods yourself is not only cheaper but can be adjusted to your own tastes. So, for tonight’s dinner, I am making a healthier version of Baked Mac ‘n’ Cheese.

Healthier Shells 'n' Cheese


3 tablespoons of plain dry breadcrumbs

1 teaspoon of olive oil

1/4 teaspoon of paprika

10 oz package of frozen chopped spinach, thawed

1 3/4 cups of milk (I use skim)

3 tablespoons of all-purpose flour

2 cups of shredded Sharp Cheddar Cheese

1 cup of low-fat cottage cheese

1/8th teaspoon of ground nutmeg

1/4 teaspoon of salt

ground pepper to taste

2 cups of whole wheat shells


  1. Put a large pot of water to boil and preheat oven to 450F
  2. Coat a 2 quart baking dish with cooking spray
  3. Mix breadcrumbs, olive oil and paprika in a small bowl
  4. Remove excess water from the spinach
  5. Heat 1 1/2 cups of milk in large a saucepan over medium-high heat until it is close to boiling (not boiling)
  6. In a small bowl, combine the remaining 1/4 cup of milk with the flour and add it to the hot milk, whisking constantly.
  7. Allow mixture to thicken (about 2-3 minutes) and then remove from heat
  8. Stir in cheddar cheese and stir until melted
  9. Add in cottage cheese, nutmeg, salt and pepper
  10. Cook pasta for 4 minutes and then drain and then mix well in cheese sauce (the pasta will not be fully cooked, it will finish its cooking in the oven)
  11. Spread half the mixture into the prepared dish
  12. Spoon Spinach on top of mixture and cover with remaining pasta
  13. Sprinkle breadcrumb mixture on top
  14. Bake until golden brown and bubbling, 25-30 minutes.

Fresh out of the oven!



Filed under Main Dishes, Pasta

11 responses to “Healthier Shells ‘N’ Cheese

  1. I agree, its better to make your own. Thats why I had the same mac and cheese post today.

  2. crustabakes

    definitely definitely agreeing with you for homemade goodness over the boxed stuff! this looks wonderful, plus they are healthier too!

  3. Oooh, I love the addition of the Nutmeg! This is SO much healthier than that prepackaged garbage. 🙂

  4. This is such a great idea. I’ve actually been avoiding mac and cheese for a while now because it seems too unhealthy when I think about it. Great job, I will have to try this recipe!

  5. Be still my heart… WOW. You know what I am thinking Samina, Another recipe I have to try. I haven’t had shells and cheese in such a long time. Partly because our homemade southern 3 cheese, Mac and cheese, rules over everything LOL. Love this girl.. *hugs*

    • Nothing beats Southern Mac n cheese! When you gotta splurge, you gotta splurge. This recipe does make me feel less guilty though lol. I am thinking, the next time I make this, I am going to use baby spinach and saute with with some caramelized onions first, before adding it to the dish. I LOVE Spinach!

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