Mac-N-Cheese with Caramelized Onions

I love improv night.  Sometimes experimenting is not only  fun but can also result in a delicious meal that could end up becoming a family favorite. Caramelized onions are scrumptious to me so anytime I can incorporate them into a meal, I'm happy.


This recipe is not low fat. But, as I always say, if you are cooking from scratch and staying away from processed foods, a little fat is okay. Feel free to use whole wheat pasta instead. It would work just as well.


5-6 medium Vidalia (sweet) onions, thinly sliced
1 tbs of extra virgin olive oil
a splash of red wine vinegar
1 lb of any short pasta of choice (elbow macaroni, ziti)
4 tbs flour
4 tbs Smart Balance butter (or your own butter of choice)
6 cups of Hood Simply Smart fat free milk (or your own choice of milk)
3 cups of shredded sharp cheddar cheese (eyeball this)
a splash of hot sauce (I use Chalula)
2 cups of baby spinach leaves
2 large sliced tomatoes (I used homegrown green tomatoes-orange tomatoes would be fun too)
Parmesan Cheese
salt and pepper to taste.




In a medium nonstick pan, add oil and onions on medium to high heat. Saute for 15-25 minutes until golden brown and very soft. Add vinegar and salt and pepper to taste.

After about 10 minutes

After about 25 minutes

While onions are sauteing(turn off the stove once they are finished caramelizing) pre-heat the oven to 375 degrees and boil water for the pasta. Once pasta is almost al dente (don't fully cook it because it will be cooking some more in the oven), drain. In the same pot on medium heat, add butter and flour. Whisk it into a roux (nice and thick and make sure the flour is cooked for a few minutes with the butter). Add milk and continue whisking until it starts to thicken. Add hot sauce, cheese, salt and pepper to taste. Blend in the cheese so that the it's fairly thick but not too thick but because it needs to continue to cook in the oven.

Fold in the cooked pasta and spinach leaves and spread into a large casserole pan. On top, layer tomatoes, caramelized onions, and sprinkle some shredded parmesan cheese on top. 

Bake in the oven until bubbly. About 10-15 minutes.