Decreasing the butter and replacing the half-and-half with milk helped cut a whopping 658 calories and more than half the fat from this casserole. Even though the cholesterol was reduced by 75% and the sodium by 40%, Makeover Sloppy Joe Mac and Cheese offers all the heart-warming comfort of the original submission.

Ingredients:

• 1 package (16 ounces) elbow macaroni
• 3/4 pound lean ground turkey
• 1/2 cup finely chopped celery
• 1/2 cup shredded carrot
• 1 can (14-1/2 ounces) diced tomatoes, undrained
• 1 can (6 ounces) tomato paste
• 1/2 cup water
• 1 envelope sloppy joe 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% milk
• 1 tablespoon Worcestershire sauce
• 8 ounces reduced-fat process cheese (Velveeta), cubed
• 2 cups (8 ounces) shredded cheddar cheese, divided

Directions:

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.
    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.
    Spread two-thirds of the macaroni mixture in a 13-in. x 9-in. x 2-in. baking dish coated with cooking spray. Spread turkey mixture to within 2 in. 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. Yield: 10 servings.