My Mom's Macaroni and Cheese-- Healthified!!

I'm going to tell you something and just give it to you straight: My mom makes the best the most incredible mac n' cheese in the world! Back in the day when I was a tyke there was a church covered dish dinner. As the story goes, my dad stood up to share something and ended up going on and on about how good my mom's mac n' cheese was. I was in the crowd thinking, "well, of course it is!" My mom was in the crowd mortified. She never made it for the church again-- but lucky for us 4 kids, she kept making it almost weekly for us. Seriously, whenever I have a baby my mom will say what can I make for you. Mac n' cheese. Or she'll ask what we'd like when we come over for dinner. Mac n' cheese. There is one small problem-- my husband hates baked mac n' cheese. It pains me to say this, but he was raised on the boxed orange crap and won't eat mac n' cheese unless it's orange. I'm not gonna lie, it did cause some dinner time rifts earlier on in our marriage. BUT, we have reproduced and three of our four kids love baked mac n' cheese just like their mama(my daughter truly is daddy's girl... sigh). So at nights when Daddy has to work, I'll whip some up. It's no where near what my mom makes because she must add some love that's all her own and I also have to confess that for years I somehow managed to curdle the cheese and milk mixture which led to many, and I mean many, teary nights. But, I've got it down pat now and decided to up the healthiness factor of mom's mac n' cheese so it can be a one dish vegetarian meal. And it was gooooooooood. The boys and I devoured it. So, here's what you'll need: