Although this dish is lower in fat due to the skim milk and reduced-fat cheese, you'll love it so much you may never resort to the fluorescent-orange boxed stuff again!

Ingredients

　　16 oz uncooked elbow macaroni (or whole-wheat pasta for an added 3.5 g fiber per serving)

　　3 tbsp all-purpose flour

　　2 cups skim milk

　　1 tbsp light butter (stick or tub)

　　8 oz reduced-fat (33 percent) shredded cheddar

　　3 oz Velveeta Light cheese, cut into thin strips

　　1/8 tsp black pepper

　　3 tbsp seasoned breadcrumbs

　　Preheat oven to 400°F. Boil macaroni until tender but firm. While pasta cooks, whisk together flour and 1/2 cup milk in a small bowl. Pour remaining 1 1/2 cups milk into a large saucepan and heat over low. Once milk is slightly warmed, turn heat to medium-low and add flour and milk mixture, stirring constantly until thick. Reduce heat slightly and add butter, cheeses, and pepper. Cook until smooth, about 5 minutes. Drain macaroni, then combine with cheese mixture, stirring thoroughly. Pour into a 13" x 9" baking dish. Sprinkle breadcrumbs lightly and evenly on top and bake 30 to 35 minutes. Serve immediately.

Nutrition Per Serving

　　7 g fat (4.5 g saturated fat)

　　49.5g carbohydrates

　　19.5 g protein

　　1.5 g fiber

　　#### Nutritional analysis provided by Self