"healthy-ish-er" mac 'n cheese

There's pretty much no way to do healthy mac 'n cheese, let's just be honest with ourselves here. But you can at least do a little finagling to dress that wolf's food up in some sheep's healthy-ish clothing. Here's how I usually jazz up my store-bought mac 'n cheese, adding a little more flavor, texture, and nutrients (or so I've convinced myself). When I am living overseas, I usually buy a couple boxes of mac 'n cheese when I'm home and bring them out when I need a little bit of home--America in a box and it never goes bad.

Here's what you'll need for your healthy-ish-er mac 'n cheese:

1 medium or large saute pan
boiling water, if you have 4 or 5 cups (about a liter) ready to go, you'll have more than enough I'd say
1 tbsp olive oil
1 onion (size to taste... if you like more flavor, use a bigger onion), diced small
2-3 cups fresh spinach, or 1-1.5 cups frozen spinach
any other veggies you want to throw in that you have lying around (I've used red pepper, frozen broccoli, cauliflower... veggies with a little structure. Much to my disappointment, eggplant doesn't work well in this recipe)
1.5 cups veggie meat crumbles
1 tbsp garlic powder
1 box store-bought mac 'n cheese*
1/2 vegetable bouillon cube (optional)
Red chili flakes or cayenne pepper to taste (optional)
Parmesan cheese to garnish (optional)

All my measurements are estimations, so feel free to adjust the oil

You're basically creating a skillet casserole, but you're working it like a risotto almost. I've been doing this technique for a while, out of sheer laziness of not wanting to wash an extra pan, but then Mark Bittman gave my technique legitimacy. You don't need any of the vegetables to be completely cooked before you add the water, you just want them to be about half-way or three-quarters cooked if you want them to still have some crunch when you're eating.

1. Start heating the water, either in a saucepan or kettle. You're only going to be dirtying up the saute pan, so you just need to boiling water in a separate vessel, boiling and ready for when you'll need it later. Don't salt the water, there's pleeeeenty of sodium in the mac 'n cheese cheese sauce and the parmesan, so adjust the salt later.
2. Heat the oil in the pan, add the onion. How you cook this is to your preference. I like the flavor of the onions when they're a little browned, but if that's not your thing, keep the heat low-medium and just let the onions get translucent.
3. At this point, add any non-spinach veggies (including fresh garlic; if using garlic powder, that comes later). If you're just working with the spinach, add that here. Spinach cooks super fast whereas other veggies take longer, so the principal is to get in the things that will take the longest to cook in first. Let these get slightly browned/toasted if you like that flavor (I do). 
4. Add red chili flakes or just a tiny bit of cayenne pepper now. If you haven't used cayenne before, be careful! It goes a long way. The red chili flakes are a lot more forgiving on spicyness, so go for that if you just want a mild kick.
5. If you haven't already, add the spinach. Let cook for a minute or two.
6. Add the veggie meat crumbles, let brown/saute for a couple minutes. I've tried this with veggie chicken, but it's not as good as with the veggie ground meat. If you're working with real meat, you'll have to use your own judgement of when to add the meat in as I'm not sure about cooking times, etc., and you don't want to take meat cooking advice from a long-time vegetarian if you want to avoid food poisoning. Just sayin'.
7. If you want garlic flavor, sprinkle with garlic powder now. 
8. Add the dry pasta, stir, let it get infused with some of the flavor that you have going on in the pan. I usually let the pasta get a little toasted, get some color on it, but that's just my flavor preference. You don't have to and the dish will still turn out fine. 
9. Add just enough boiling water to cover what's in the pan and throw in vegetable bouillon cube if you're using it. Stir to make sure nothing is sticking to the bottom of the pan and to scrape any flavor bits off the bottom.
10. Stay by the pan and stir every once in a while, keeping an eye on how done the pasta is. After the first initial water dose, you just want to add water a little at a time, because you will not be draining this out. The water will need to be completely absorbed by the pasta, veggies, and fake meat, so don't overdo it on the water, otherwise you'll have mac 'n cheese porridge. 
11. When the pasta is just this side of done, lower the heat and add the cheese packet (see my note on preferred mac 'n cheese brand below). Stir until the cheese melts in and everything is coated. Turn off heat, let sit for a minute (otherwise you'll reeeeally burn your tongue, that cheese gets hot!).
12. Serve up and sprinkle with parmesan if you like.

Bon app!

*As for my preferred store-bought mac 'n cheese, it's confession time, I guess: I've found that the best for this recipe is Velveeta Shells 'n Cheese. If it makes you feel any better (it definitely helps me feel better), they do have a whole wheat version. The shell shape of the pasta stands up to the cooking and is a good shape for eating with the other ingredients. I've also found that the Velveeta itself, thanks to its simple heat 'n serve consistency, is the best for this recipe because you don't need to worry about the extra ingredients called for by other store-bought mac 'n cheese, which can make the dish a little mushy. I've tried this dish out with Kraft and Trader Joe's versions with their powdered cheese packets and it just doesn't turn out as well. Yes, Velveeta is basically edible plastic cheese. But I figure that my few moments of plastic cheese weakness are more than made up for the by the countless MickeyD's plastic cheeseburgers that I haven't consumed in the past 16+ years. Whatever, it's my story and I'm sticking to it. :)