Stovetop Macaroni and Cheese

So I went to my first hula hooping class tonight (yep, you read that right, a hula hooping class). I already started to feel the burn while I hooped (re: dropped the hoop and made an jackass out of myself), so I’m sure tomorrow I’ll feel like I’ve been gutted, but hey, no pain, no gain…or some cliche shit like that.

Anyway, I had a good handful of Weight Watchers points left for dinner, and I really wanted something warm and comforting because it’s still colder than Jack Frost’s heart down here. I decided to throw together some mac and cheese. Warning to my Weight Watchers peers: This bad boy is pretty high in points, but I bulked up the recipe with some mushrooms and shallots, so it could’ve been made into two smaller portions if you were going to have something else for dinner.

Stovetop Macaroni and Cheese


  • 1.5 ounces macaroni (I used small shells)
  • 1 tablespoon olive oil
  • 1 small shallot, finely chopped
  • 1 small package of mushrooms, stems removed, sliced
  • 2/3 cup skim milk
  • 1.5 teaspoons flour
  • 1 ounce Brie cheese
  • 1/3 cheddar cheese, shredded
  • Salt and pepper
Milk, brie, cheddar, sliced mushrooms, chopped shallot (I had already started cooking the pasta when I remembered to take a photo)
Milk, brie, cheddar, sliced mushrooms, chopped shallot (I had already started cooking the pasta when I remembered to take a photo)


1. Put a small sauce pan of salted water on the stove on high heat, covered, and bring to a boil. Once at a rolling boil, add your pasta to the water. Set a timer for 1 to 2 minutes less than the recommended cooking time on the box. Stir occasionally.

2. While the pasta cooks, heat olive oil in a skillet. Add shallots and cook until translucent, about 2 minutes. add the mushrooms, stir, and cover. Allow mushrooms to cook down for 4 to 5 minutes, occasionally removing lid to stir.

Shallots and mushrooms
Shallots and mushrooms

3. When your timer goes off, taste test your pasta. If it’s done enough for your liking, drain in the sink. let stand in the strainer. Do not rinse.

4. Put milk in the microwave for 90 seconds. While the milk heats up, sprinkle the flour over the mushroom shallot mixture. stirring constantly. Allow the flour to cook (you shouldn’t see anymore white).

5. Add warm milk to the pan and cook for 1 minute. Add cheese and allow to melt. Taste. Add salt and pepper as needed. Finally, add your pasta and stir until coated.

Cheese and mushroom sauce pre-pasta
Cheese and mushroom sauce pre-pasta
I've eaten prettier things, but it was definitely delicious.
I’ve eaten prettier things, but it was definitely delicious.



I used small shells as the pasta for this dish, but you can use whatever cut you prefer. I don’t recommend longer pastas (angel hair, linguine, etc.), but any short pasta will do. I like my pasta al dente, but I cook it just short of that when I make mac and cheese because it cooks a bit more when added to the cheese sauce. Also, never ever ever rinse your pasta for mac and cheese. Rinsing it removes the starches and you’ll have a mess on your hands. I added the mushrooms and shallots to bulk up the dish because they’re zero points, but if mushrooms aren’t your thing, you can just omit them. I had pre-shredded cheese because I was lazy at the store, but I tend to like to buy the block of cheese and shred it myself. I also used the brie because I had it, but you can always use something else if you have a different cheese preference.


The warm milk is very key to this recipe. Multiple times I’ve made mac and cheese and it’s turned out lumpy. It’s because I would had cold milk to the rocket hot skillet. You can also adjust the cooking time on the mushrooms. I like them pretty soft, but if you want them to be firmer, just cut a minute or two off the cook time.

All in all, this is a pretty easy recipe to pull together on a week night. It took me maybe 15 minutes total, and it absolutely hit the spot. Was it counterproductive to the hula hooping core class I did? Probably, but it was within my points so I’m not mad. This is also the first recipe I’ve ever actually written, so I’m sorry if it’s kind of a struggle to follow. Let me know if you have any questions and I’d be happy to clarify!

Weight Watchers Points: 11

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