Macaroni-and-Cheese Florentine

A healthier version and since the spinach scare, the frozen spinach fed our cravings. This recipe is from October 06 Southern Living.) Great for leftovers too!

1 (8-oz.) package multigrain or whole wheat elbow macaroni
2 cups 2% reduced-fat milk
1/4 cup all-purpose flour
1/2 teaspoon pepper
1/4 teaspoon salt
Dash of ground red pepper
2 (8-oz.) blocks 2% reduced-fat sharp Cheddar cheese
shredded 1 (10-oz.) package frozen spinach, thawed and drained
1/2 cup soft whole grain white breadcrumbs (about 1 oz.)

1. Prepare macaroni according to package directions, omitting salt and butter; drain well.
2. Place milk and next 4 ingredients in a quart jar; cover tightly, and shake vigorously 1 minute. Stir together milk mixture, cheese, spinach, and macaroni.
3. Pour macaroni mixture into a 13- x 9-inch baking dish coated with butter-flavored cooking spray. Sprinkle evenly with breadcrumbs; lightly coat breadcrumbs with cooking spray.
4. Bake at 350° for 30 minutes or until golden brown.

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