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5 from 1 vote

Grown Up Mac and Cheese

This Grown Up Mac and Cheese features a grown up version of a kids favorite dish, with a healthy twist that the whole family can enjoy!
Prep Time30 mins
Cook Time40 mins
Total Time1 hr 10 mins
Course: Dinner, Main Course
Cuisine: American
Keyword: mac and cheese
Servings: 8
Calories: 636kcal


  • 1 lb elbow pasta cooked according to box instructions
  • 1 lb ground beef extra lean
  • 1 green bell pepper chopped
  • 1 onion chopped
  • 1 tbsp olive oil
  • 2 tbsp butter
  • 2 tbsp all-purpose flour
  • 1 3/4 cup skim milk
  • 1 1/2 cup extra sharp cheddar shredded
  • 1 1/2 cup gouda shredded
  • salt and pepper to taste
  • 1/4 tsp nutmeg optional
  • 3/4 cup panko breadcrumbs
  • 1/2 cup fresh Parmesan cheese shredded


  • In a skillet heat olive oil and cook the onion and bell pepper together until onion is soft and translucent. Add ground beef and cook until it's no longer pink. Season with salt and pepper. Drain if desired.
  • Preheat oven to 350 F degrees.
  • In a saucepan melt butter, whisk in the flour and cook for about a minute. Stir in milk and cook for another 5 minutes until mixture thickens slightly. Season with salt and pepper and nutmeg if desired. Remove from heat and stir in the gouda and cheddar cheese. Stir until cheese has melted. Fold in macaroni.
  • Spoon out 1/2 of the macaroni mixture in a 9x13 inch casserole dish then top with 1/2 of the meat mixture, layer with remaining macaroni, and remaining meat mixture. Top with panko breadcrumbs and Parmesan cheese.
  • Bake for 30 to 40 minutes or until breadcrumbs are golden.


  1. Please keep in mind that nutritional information is a rough estimate and can vary greatly based on products used.


Calories: 636kcal | Carbohydrates: 53g | Protein: 39g | Fat: 30g | Saturated Fat: 16g | Cholesterol: 114mg | Sodium: 642mg | Potassium: 516mg | Sugar: 5g | Vitamin A: 725IU | Vitamin C: 13mg | Calcium: 596mg | Iron: 4.1mg