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Baked Mac and Cheese


6 tablespoons plain dry breadcrumbs, (see Tip)

2 teaspoon extra-virgin olive oil

½ teaspoon paprika

2 16-ounce or 10-ounce package frozen spinach, thawed

3½ cups low-fat milk, divided

6 tablespoons all-purpose flour

4 cups shredded extra-sharp Cheddar cheese

2 cup low-fat cottage cheese

¼ teaspoon ground nutmeg

½ teaspoon salt

Freshly ground pepper, to taste

16 ounces (4 cups) whole-wheat elbow macaroni, or penne


Put a large pot of water on to boil. Preheat oven to 450°F. Coat an 8-inch-square (2-quart) baking dish

with cooking spray.

Mix breadcrumbs, oil and paprika in a small bowl. Place spinach in a fine-mesh strainer and press out

excess moisture.

Heat 1 1/2 cups milk in a large heavy saucepan over medium-high heat until steaming. Whisk

remaining 1/4 cup milk and flour in a small bowl until smooth; add to the hot milk and cook, whisking

constantly, until the sauce simmers and thickens, 2 to 3 minutes. Remove from heat and stir in Cheddar

until melted. Stir in cottage cheese, nutmeg, salt and pepper.

Cook pasta for 4 minutes, or until not quite tender. (It will continue to cook during baking.) Drain and

add to the cheese sauce; mix well. Spread half the pasta mixture in the prepared baking dish. Spoon

the spinach on top. Top with the remaining pasta; sprinkle with the breadcrumb mixture.

Bake the casserole until bubbly and golden, 25 to 30 minutes.

Tip: To make fresh breadcrumbs, trim crusts from whole-wheat bread. Tear bread into pieces and

process in a food processor until coarse crumbs form. One slice of bread makes about 1/2 cup fresh

crumbs. For dry breadcrumbs, spread the fresh crumbs on a baking sheet and bake at 250°F until

crispy, about 15 minutes. One slice of fresh bread makes about 1/3 cup dry crumbs. Or use prepared

coarse dry breadcrumbs. We like the brand labeled “Panko breadcrumbs.” Find them in the natural-

foods section of large supermarkets.

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