Sloppy Joe Mac and Cheese

From Light and Tasty. This is one of their makover recipes. The original recipe had 658 calories a serving, but this versio only has about 350. They also cut the fat hugely. But, just like them to keep the flavor. Give this a try...you won't be sorry. A serving = 1 1/3 cups.

• Ready In: 1 hr 5 mins
• Serves: 12

Ingredients

• 1 (16 ounce) package elbow macaroni
• 3⁄4 lb lean ground turkey
• 1⁄2 cup  finely chopped celery
• 1⁄2 cup  shredded carrot
• 1 (14 1/2ounce) can diced tomatoes, undrained
• 1 (6 ounce) can tomato paste
• 1⁄2 cup water
• 1 (1 1/4ounce) envelope  sloppy joe seasoning mix
• 1  small onion, finely chopped
• 1  tablespoon butter
• 1⁄3 cup all-purpose flour
• 1  teaspoon ground mustard
• 3⁄4 teaspoon salt
• 1⁄4 teaspoon pepper
• 4  cups 2% low-fat milk
• 1  tablespoon Worcestershire sauce
• 8  ounces Velveeta reduced fat cheese product, cubed
• 2  cups  shredded cheddar cheese, divided

Directions

1. Cook macaroni according to package directions. Meanwhile, in a large nonstick skillet, cook the turkey, celery and carrot over medium heat until meat is no longer pink and vegetables are tender; drain. Add the tomatoes, tomato paste, water and sloppy joe mix. Bring to a boil. Reduce heat; cover and simmer for 10 minutes, stirring occasionally.
2. Drain macaroni; set aside. In a large saucepan, saute onion in butter until tender. Stir in the flour, mustard, salt and pepper until smooth. Gradually add milk and Worcestershire sauce. Bring to a boil; cook and stir for 1-2 minutes or until thickened. Remove from the heat. Stir in the process cheese until melted. Add macaroni and 1 cup cheddar cheese; mix well.
3. Spread two-thirds of the macaroni mixture in a 13-in. x 9-in. baking dish coated with cooking spray. Spread turkey mixture to within 2 inches of edges. Spoon remaining macaroni mixture around edges of pan. Cover and bake at 375° for 30-35 minutes or until bubbly. Uncover; sprinkle with remaining cheddar cheese. Cover and let stand until cheese is melted.