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By Ann Lindemann

Macaroni and Cheese MakeoverLet’s face it, we all love comfort foods, but all too often these favorites can derail all our healthy eating intentions. But does that mean we have to say farewell forever to all our soul-satisfying faves? Not hardly! Here we’ve given a family standby some healthy tweaks by replacing some of the cheese with antioxidant-rich winter squash and perking up the flavor with yummy caramelized onions.


  • 4 tsp olive oil, divided
  • 2 cups onion, thinly sliced
  • 12 ounce package frozen cooked winter squash
  • 1 1/8 cups low-fat (1%) milk
  • 1 tsp powdered mustard
  • 1/2 tsp salt
  • 1 pinch ground red pepper (cayenne)
  • 1 pinch black pepper
  • 6 ounces whole-grain pasta shells or elbow macaroni
  • 1/3 cup Japanese-style bread crumbs (panko)
  • 1/8 tsp paprika
  • 1 1/2 cups shredded sharp cheddar cheese


  1. Preheat oven to 425ºF.
  2. Coat an 8 x 8-inch or 11 ½ by 7-inch baking dish with cooking spray. Bring a large pot of water to a boil for cooking pasta.
  3. Prepare caramelized onions: Heat 2 tsp oil in large skillet over medium-high heat. Add onions, cover and cook, stirring occasionally, 10 minutes. Uncover and cook, stirring often, until onions are very tender and golden, 10 to 15 minutes.
  4. Meanwhile, place squash and milk in large heavy saucepan.
  5. Cover and bring to a simmer over medium-high heat. Simmer, covered, stirring occasionally, until squash has thawed completely, 3 to 5 minutes.
  6. Remove from heat. Stir in mustard, salt, ground red pepper, and black pepper.
  7. Drop pasta into boiling water and cook 2 minutes. Drain and rinse under cold running water. (Pasta will continue to cook while it bakes.)
  8. Place pasta, squash mixture, onions, and cheese in large bowl; mix well. Transfer to prepared baking dish.
  9. Mix bread crumbs, paprika, and remaining 2 tsp oil in small bowl; sprinkle over pasta mixture.
  10. Bake uncovered, until bubbly and top is golden, 35 to 50 minutes.

Yield: 6 (3/4-cup) servings.

Per serving: Calories:  320. Total fat: 13 grams. Saturated fat: 7 grams. Cholesterol: 35 milligrams. Sodium: 430 milligrams. Carbohydrates: 38 grams: Fiber: 4 grams. Protein: 15 grams. Calcium: 299 milligrams (30% DV). Vitamin A: 60% DV.

Key Ingredient Benefits

Cheddar Cheese: This sharp-tasting cheese that, like other cheeses, is a good source of protein and calcium, but it is also calorie-dense and high in saturated fat. Use this cheese judiciously or select a reduced-fat version and take advantage of its nutritional benefits while minimizing unhealthy extras.

Mustard: Mustard seeds contain a compound known as isothiocyanates, which may help ward off some cancers. For instance, a recent study links the consumption of isothiocyanates in brown mustard and other foods with a reduced risk of cancer in mice.

Olive Oil: This type of oil contains numerous antioxidant polyphenols in addition to monounsaturated oleic acid. Both help support fat metabolism and cardiovascular health. Studies suggest a healthy combo of olive oil and fish oil (omega 3s) can work together in maintaining a pro-inflammatory/anti-inflammatory balance.

Onion: Onions contain a number of flavonoids, one being quercetin (found in Juvenon’s Youthful Energy). This nutrient has been demonstrated in studies to protect the liver, cool the fire of inflammation and has anti-cancer properties. Quercetin may help in weight control by reducing fat synthesis and increasing fat burning.

Pasta: Opt for whole grain pasta that offers complex carbohydrates and dietary fiber, as well as vitamin B and protein.  Pasta made from whole grains tends to have a lower glycemic index (GI), compared to their refined grain counterparts.  The glycemic index is a measure of how much a food raises blood sugar after eating. Foods with high GI scores are more quickly digested and cause a sharper spike in blood sugar (and insulin). Those with low GI scores are digested more slowly and raise blood sugar more gradually. Use of whole grain versus refined products promotes a more balanced and healthy metabolism, which in turn deceases the likelihood of developing diabetes.

Winter Squash: Most varieties are rich in vitamins C and A (in the form of beta-carotene), two antioxidants that may help prevent cancer, heart disease, and some eye problems. That’s why color is important–the darker the squash, the more beta-carotene and other nutrients it contains. Winter squash is also a good source of iron and riboflavin.

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Creative Commons LicenseMacaroni & Cheese Makeover by Juvenon is licensed under a Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International License. If you are interested in more in-depth information on this topic, please contact us.

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