Grandma Maggie's Old Fashioned Mac & Cheese

Recently on a visit to my sister’s in North Carolina (from Indiana), my sister made her mother-in-law’s old fashioned mac and cheese. I used to make homemade macaroni and cheese a lot, but since I cook primarily low carb (and I am tired of making sauces, etc. that are so time consuming), I was especially interested in her recipe.

First of all, this could be easily made ahead. That is always my first criteria (it seems) in cooking since I have been a freezer and mix cook for twenty-five years. Secondly, it didn’t require a white sauce or a cheese sauce that you cook on top of the stove (really, one pan to boil the noodles and one dish to layer the casserole are the only “pans” needed). Third, it had a few other “lower carb” ingredients (half and half or cream, eggs, butter, and cheese), so I could envision immediately some low carb options that I am anxious to try out and share with you.

This recipe, as it is written, goes under “Holiday Recipes” or “Home Cooking” since two cups of uncooked elbow macaroni contains 140 to 160 carbs (depending on brand). For those desiring a low carb mac and cheese, see the Low Carb notes below about broccoli, cauliflower, and strips of Low Carb Crepes.

Grandma Maggie's Old Fashioned Mac & Cheese

Here is a version of this macaroni and cheese made with my homemade, healthy (low carb!) crepes rather than noodles

For those desiring a healthier dish than regular elbow mac and cheese, be sure to see the Family-Friendly and Trim Healthy Mama notes below about using Dreamfields pasta in this recipe. I know most low carbers do not use Dreamfields pasta, and, with the lawsuit they recently suffered (requiring new labeling—I don’t think they can continue to call it five net grams per serving {or whatever it was}), I understand why.

However, my nurse son ran an “independent-small study” test on me (LOL), and here is what we found:

1. Meal one—

Baked potato, butter, and meat that should have totaled fifty carbs or so—blood sugar before 98; thirty minutes after 140.

2. Meal two—

Same amount of food—in terms of calories (and same amount of fat—important to make a comparison)—Dreamfields pasta, red sauce, meat (without the carb-resistant factor of Dreamfields considered, this also should have totaled fifty carbs or so—blood sugar before 96; thirty minutes after 108.

Do with that whatever you wish, but with all of the information out there right now about making starches more carb-resistant (through eating at room temp; eating bananas green; etc.), it makes sense that somebody out there would figure out how to make comfort foods (i.e. potatoes, rice, and pasta) with at least some of those carb-resistant properties. While Dreamfields isn’t the same as eating a four carb piece of low carb bread or serving of green beans, I think they are on to something. So in my household of three or four “adult” guys, we use it once a week, and I have a small serving. No problems so far! 🙂

But back to this as a Holiday Recipe or Home Cooked Recipe, this is an old fashioned style of making macaroni—one in which parts are creamy and cheesy and parts are a little chewier and even a tiny bit crispy. I like that aspect of it, and I think it makes a perfect pot luck dish!

Don’t forget to scroll all the way down to the bottom of the page for this recipe’s helpful Recipe Keys!

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Grandma Maggie's Old Fashioned Macaroni & Cheese
  • 2 cups dry macaroni (I like using Dreamfield's pasta)
  • 12 ounces of shredded cheddar (my sister says you have to shred your own!)
  • 1⅔ cup evaporated milk, half and half, cream, or whole milk
  • 4 eggs
  • 1 stick butter
  • 1 to 2 teaspoons All Purpose Seasoning Mix (or Mrs. Dash or seasonings of choice)
  • Note: I double this recipe for a deep 9 x 13 (large, white Corelle casseroles)
  1. Preheat oven to 350 degrees.
  2. Cook macaroni al dente (especially do not overcook if using Dreamfields pasta).
  3. Drain macaroni and stir melted butter and seasonings into it.
  4. Layer half of macaroni and half of shredded cheese in a 9 x 13 baking dish or oval deep casserole dish. Repeat.
  5. Whisk together eggs and milk/liquid.
  6. Pour whisked mixture over all (may have some left; just discard since it has raw eggs in it).
  7. Bake uncovered for forty minutes (regular) or 30 minutes (convection) at 350 degrees until cheese is melted and bubbly. (I place mine on a jelly roll pan, which is what I do with all soupy/potentially boiling over dishes like lasagna, enchiladas, etc.).


Grandma Maggie's Old Fashioned Mac & Cheese

“Macaroni” and cheese with low carb crepes rather than pasta!







Recipe Keys

Low Carb (LC): This recipe is not low carb as it is! You can use the basic recipe and concept to create a layered broccoli or cauliflower dish that would be low carb. You could also use this with strips of Low Carb Crepes to make a low carb mac and cheese that tastes real! 🙂 (See family-friendly low carb note below also.) Note: Two cups of uncooked elbows will yield approximately four cups of cooked, so use four cups or so of sliced crepes or four cups of low carb veggies in this recipe.

Family-Friendly Low Carb (FFLC): This is obviously comfort food! There are ways to reduce the carbs, increase the vitamins, etc.: (1) Use the low carb crepes as described in the LC notes above; (2) Use healthy vegetables rather than pasta—even a combination of “kid friendly” veggies like carrot rounds and green beans would make a yummy vegetable side dish; (3) Use half the pasta called for and use the other “two cups” of meat—like crumbed ground sausage or kielbasa rounds or ham chunks (this would make a quick main dish too!); (4) Use a healthier pasta that your family enjoys such as whole grain or “green pasta”—keeping in mind that the carbohydrate count in those is still very high (if you are trying to reduce your family’s consumption of carbs); (5) Use the Dreamfields pasta described below in the THM notes.

Store-Bought-Stella (SBS): While this is definitely not boxed mac and cheese, it really is a simpler homemade macaroni and cheese dish as you simply cook pasta, layer, and bake. No complicated sauces to make, etc.

Homemade Hannah (HH): Comfort food at its best. It is, after all, Grandma Maggie’s recipe! 😉

Freezer Cooking (FC): I am going to be freezing some of these for the holidays, but I haven’t frozen any yet. I can’t wait to try it. If you try it before I update this, please drop me a note. When I first began freezer cooking twenty-five years ago, everything said that potatoes and pasta got grainy, so do not freeze them (other than uncooked lasagna). Then the sources branched out to include pastas and potatoes that were in sauces (as opposed to in broth). I freeze all kinds of potatoes and all kinds of pasta now, so the original thinking was definitely not correct. However, I do prefer to freeze both in sauces (marinara, soups, gravies, Alfredo, cheese and cream, etc.) as opposed to in broth—where they do sometimes become grainy or mushy.

Oldie Goldie Family Recipes (OG): This is an oldie goldie for my sister! It is consistent with my oldie goldie history though—something you can make ahead, stick in the fridge, and bake when needed. (I have already done that twice with this!)

Trim Healthy Mama-Friendly (THM) ( With the LC notes above and/or the Dreamfield’s corkscrew pasta (or the penne), this would fall in an S setting. Another thought is to the do the veggie idea with it and have it as a creamy vegetable dish alongside a FP meat, like salmon or chicken breasts. Regardless of what you pair it with, that meal becomes an S meal due to the high fat in this entrée.

Cycle Cooking (CYC): Getting ready to add this in! I’m going to experiment a little more since you are not supposed to cool and reheat the Dreamfields (for maximum carb-protecting value…I really want to use the pasta uncooked. I will keep you posted on that experiment too!

Sugar Free (SF): No sugar added.

Gluten Free (GF): Simple dish to make gluten-free—any of the LC and FFLC options yield a gluten-free side dish. Of course, with the availability of gluten-free products (pasta, breads, chips, etc.), this dish is easily made gluten-free and just as tasty as the original recipe!

Low Carb Mixes (LCM): No mix involved in this—though I did sprinkle my All Purpose Seasoning Mix on each layer. I just love that stuff!

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