Mac & Cheese with Chicken and Mushrooms

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Mac & cheese is the ultimate comfort food. But is it possible to make a healthy version of the decadent pasta? Something like that could only exist in an alternate universe, right? Wrong! SkinnyMs. is here to share our nutritious Mac & Cheese with Chicken and Mushrooms recipe. It turns conventionally fattening, calorie-laden mac on its head.

This protein-packed dish uses healthy fats from olive oil instead of butter. It also calls for reduced-fat cheese, slashing calories from the traditional recipe. The chicken and mushrooms deliver tender chewiness and loads of vitamins. Healthy spices finish the dish with a zesty kick. Who ever thought “guilt-free” and “mac & cheese” could be used in the same sentence?

Mac & Cheese with Chicken and Mushrooms

By replacing some ingredients with healthy alternatives, we've created this amazing, healthy, and super delicious Mac & Cheese you can enjoy guilt-free.
Course: Dinner
Cuisine: Universal
Keyword: Kid-Friendly, Pasta
Servings: 8 people
Calories: 373kcal
Author: SkinnyMs.


  • 3 cups high protein elbow noodles or whole-wheat elbow noodles, uncooked
  • 4 tablespoons extra virgin olive oil divided
  • 1 cup baby bella mushrooms or button mushrooms, cleaned and cut into slices (half pint)
  • 1 garlic clove minced
  • 3 tablespoons white whole-wheat flour
  • 1 3/4 cups milk low-fat
  • 1 teaspoon paprika
  • 1/4 teaspoon kosher or sea salt
  • 1/4 teaspoon black pepper
  • 1 cup cheddar cheese reduced-fat, divided
  • 8 to 10 ounces boneless and skinless chicken breasts or thighs, cooked, chopped into bite-sized pieces or 2 to 3 cups shredded rotisserie chicken


  • Preheat oven to 350 degrees. Prepare a 9 x 13 inch baking pan by coating it with cooking spray or a small amount of olive oil.
  • Prepare the noodles according to package directions and drain.
  • In a sauté pan over medium heat, add one tablespoon of oil and mushrooms. Allow to cook for about 5 minutes, until all of the water has released and evaporated from the mushrooms, and they have browned slightly. Add the garlic and cook for 30 seconds, until fragrant. Remove the mushrooms and garlic from the pan.
  • In the same pan, whisk together the flour and 3 tablespoons olive oil to form a paste. Allow to cook for about one to two minutes, until fragrant and bubbling. Whisk in a small amount of milk, about 1/4 cup at a time. Add the cooked mushrooms. Whisk constantly while adding all of the milk in gradual increments. Whisk in the paprika, salt, and pepper. Increase heat and simmer until thick.
  • Once thickened, whisk in 1/2 cup of the cheddar cheese and the cooked chicken. Remove from heat.
  • Add the mixture to the noodles. Stir until fully coated. Pour the mac and cheese into the prepared baking dish. Top with the remaining 1/2 cup of cheese and bake for about 15 minutes, uncovered, until the cheese on the top is melted and golden.


Calories: 373kcal | Carbohydrates: 35g | Protein: 20g | Fat: 17g | Saturated Fat: 5g | Cholesterol: 45mg | Sodium: 146mg | Fiber: 2g | Sugar: 4g
SmartPoints (Freestyle): 11

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What comfort foods would you like to see transformed? Let us know! We’d love to hear what you think about this article or anything else on SkinnyMs.

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4 Comments on "Mac & Cheese with Chicken and Mushrooms"

  1. Barbara  February 23, 2017

    So…this sounds yummy…but an 8×8 pan broken down to 8 servings? 11 Smartpoints? Something doesn’t seem quite right here…

    • Gale Compton  February 24, 2017

      Barbara, I corrected the size, should be 9 x 13-inch. 🙂

  2. Kelley  April 2, 2017

    is that 1 cup per serving or just however you divide it up into eight slices?

    • Gale Compton  April 2, 2017

      Kelley, 1 cup is an estimate but equally dividing it up into 8 servings is exact.


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