Picture yourself sitting down to comfort in a bowl. Gooey cheese, noodles perfectly cooked al dente, and a crumbly breadcrumb crust. The perfect bowl of mac and cheese. If you’re anything like me, you’re going to devour that bowl; while at the same time guiltily counting the astronomical calorie count you’ve consumed. Now lets picture the scenario turning out just a little differently. There’s still a delicious pan of cheese, noodles, and bread crumbs; but this time theres no guilt when you tally up your calories. I bet you just breathed a sigh of relief. The best comfort food in the world without the guilt? Now you understand the brilliance of Chef Virginia Willis’s new cookbook Lighten Up, Y’all.
The approach behind Lighten Up, Y’all is straightforward: it’s all about taking the wonderful Southern dishes people really want to eat and tweaking them so that people actually can eat them without doing damage to their health. Equally important, the recipes in Lighten Up, Y’all are also about maintaining awesome flavor. So, while while the goal behind this cookbook is straightforward; as you can imagine getting there is easier said then done.
I know we’ve all eaten many a recipe touted to be healthy, that tastes just plain awful. Fortunately, you won’t find any recipes for healthy (i.e. tastes like cardboard) diet foods here.
Instead, Chef Willis has approached lightening up everybody’s Southern favorites by making sensible substitutions (think low fat cheese for full fat) and treating less then healthy ingredients (bacon, butter) as condiments, rather than the base of an entire dish. She’s also managed to tuck in plenty of extra vegetables to her recipes. These substitutions cut calories and saturated fat, but still leave you with a dish you’re going to enjoy eating. And of course the addition of extra veggies seriously ups the nutritional value.
Those looking to indulge in favorites like mac and cheese, hot spinach and cheese dip, potato salad, beer battered shrimp, biscuits and gravy, and fruit cobbler, might find themselves slimming down instead of putting on the pounds if they use Chef Willis’s recipes. Willis herself lost 35 pounds while testing recipes and developing recipes for Lighten Up Y’all. “There are not many people who can actually say that they lost weight while writing a cookbook.”
The Story Behind Lighten Up Y’all

Reproduced courtsey of Ten Speed Press.
The idea behind Lighten Up, Y’all is actually part of a very personal journey for Willis, one that will resonate with many, myself included, because it’s so relatable. It started when Willis was traveling, “I was meeting people in different parts of the world, and they would say, oh Southern food is so unhealthy, and it made me, you know, bristle a bit…
Well, all Southern food isn’t unhealthy. But, the truth of the matter was, I personally had gotten myself into an unhealthy situation. I’d gained weight. My numbers, my cholesterol, was high, and my glucose levels were high, things just weren’t good.
And it was really a very personal decision, it’s like, here I am trying to convince people that Southern food isn’t unhealthy and yet I’m not exhibiting that. So I decided that I needed to make some personal changes in my life, and the book really evolved from that…
I still wanted to eat good food, I love to eat, I love good food, I love to cook, and I knew it would be possible to have all of those things come together.”
This cookbook is for you!
This cookbook is for everyone. It’s unpretentious, practical and approachable, much like Chef Willis herself. You won’t find these recipes calling for fussy special order ingredients. I found that for nearly almost every recipe I tried, I already kept the necessary items on hand in my pantry. Ingredients I didn’t regularly buy were more then easy to pick up at my local grocery store.
I also love that I didn’t get a lecture by cookbook about how all my ingredients must be locally sourced, the peak of freshness, and of course organic. Not that any of these things are bad, in fact, completely the opposite. However, this has become such a mantra for the food world these days; that we have lost sight of how inaccessible it can make healthy cooking seem to those without the resources to perfectly achieve those goals.
Chef Willis does a great job about balancing this. On one hand, Willis certainly advocates cooking with local fresh produce, and buying organic whenever possible.“There is still something out of balance for me about eating vegetables that are being trucked in from half way around the world…”
Yet, she also recognized the average person’s worries about eating local, such as a lack of variety or budgetary concerns. She goes on to say,” …but, I don’t judge people about that. I really don’t. I think that if people are going to the grocery store, and buying real food, not processed food and not canned food, or frozen food; and really just making the effort to eat and cook with their families, that is great. That’s fantastic. And if it just so happens that they’re using tomatoes from Chile, then they’re using tomatoes from Chile.”
She notes, “I am in a very fortunate situation, the South has a ten to twelve month growing season.” recognizing that not everywhere in the country has that advantage. She recommends practical tips like eating seasonally, noting that eating winter root vegetables or, winter greens in winter, means that the food likely hasn’t traveled as far to get to you. She also suggests broadening the area you think of as local. For example a Coloradan, who gets produce from, say Florida, is still picking a much better option then buying food that has been shipped from the Southern hemisphere.
She also takes a similar stance about buying organic. “I do advocate for organics when possible. But I’m also aware that many or my readers may not always be in an economic situation where they can always afford organics.” If possible, Willis strongly suggests avoiding buying the non-organic versions of the ‘dirty dozen.’ The dirty dozen is a list of the produce with the highest pesticide loads, complied each year by the Environmental Working Group. The 2015 list includes, apples, peaches, nectarines, strawberries, grapes, celery, spinach, sweet bell peppers, cucumbers, cherry tomatoes, imported snap peas, and potatoes.
It’s surprisingly refreshing to see that Willis recognizes that everyone doesn’t have access to a great farmers market, or all organic ingredients due to income concerns. Right in Lighten Up Y’all she gives practical recommendations on using frozen vegetables or making the occasional ingredient substitution and needed. Her practical approach will help more people make their way towards healthier cooking, not turn them away because they don’t have all the needed resources.
This fits my reality, as it probably fits yours. I want to feed my family, and myself healthy food possible that we actually like, and can afford. Lighten Up, Y’all is about the kind of food my husband and kids will eat happily without complaint, that I can feel good about feeding them. I can’t recommend this wonderful cookbook enough.

Photo by: Angie Mosier, reproduced courtesy of Ten Speed Press.
A sneak peak at two recipes right from Lighten Up, Y’all.
Chef Willis was kind enough to allow me to share not one, but two of the fantastic recipes right out of Lighten Up, Y’all, with you my readers. I chose the cover recipe, Makeover Broccoli Mac and Cheese, well, because mac and cheese is pretty much the best comfort food out there and I know we all want a tasty version that doesn’t have us stressing about calories; and the Sweet Potato Gratin With Herb Crumble, because I was insanely impressed with how tasty it turns out when I tested it!

Photo by Angie Mosier, reproduced courtesy of Ten Speed Press.
Makeover Broccoli Mac & Cheese – Serves 10
From the familiar blue and white box to fancy eight-cheese combinations, Americans can’t seem to get enough of mac and cheese. It’s rich, simple, and satisfying, friendly and familiar, but never dull. I’ll tell you a secret. For years, I didn’t have a microwave, but if I felt down in the dumps, my food sin was frozen Stouffer’s Macaroni and Cheese. I would go to the store to buy it, remove the pasta Popsicle from the plastic container, transfer it to a baking dish, and bake it in the oven for the suggested hour. I knew how ridiculous it was and that I could have made far better in the same amount of time. Let me just say that macaroni and cheese will make you do crazy things. Instead of making a béchamel, I whisk flour into low-fat milk to make a slurry, and I sub out some of the cheese with low-fat cottage cheese. The end result is that this macaroni makeover is equally creamy and comforting, but without the crazy calories.
- 1 cup shredded 50 percent reduced- fat extra-sharp Cheddar cheese (4 ounces)
- 3/4 cup shredded 75 percent reduced-fat extra-sharp Cheddar cheese (3 ounces)
- 2 tablespoons panko (Japanese) bread crumbs
- 1/2 teaspoon paprika
- 1 3/4 cups 2 percent milk
- 3 tablespoons unbleached all-purpose flour
- 1 cup low-fat cottage cheese
- 1/2 teaspoon dry mustard
- Pinch freshly grated nutmeg
- Coarse kosher salt and freshly ground black pepper
- 8 ounces (2 cups) whole wheat elbow macaroni
- 12 ounces ( 4 cups) broccoli florets and stems
Preheat oven to 450°F. Bring a large pot of salted water to a boil over high heat. Coat an 8-inch-square (2-quart) baking dish with cooking spray. Combine the two cheeses. Mix 1⁄4 cup of the cheese mixture, the bread crumbs, and paprika in a small bowl. Set aside.
To make the cheese sauce, heat 11⁄2 cups of the milk in a large heavy saucepan over medium-high heat until simmering. Whisk remaining 1⁄4 cup milk and the flour in a small bowl until smooth; add to the hot milk and cook, whisking constantly, until the sauce simmers and thickens, 2 to 3 minutes. Remove from heat and stir in the remaining 11⁄2 cups of the cheese mixture and the cottage cheese until melted. Stir in the dry mustard, and nutmeg, and add salt and pepper to taste.
Cook pasta according to package instructions. In the last 3 minutes of cooking, add the broccoli florets. Drain well and add to the cheese sauce; mix well. Spread the pasta-broccoli mixture in the prepared baking dish; sprinkle with the bread crumb mixture. Bake until bubbly and golden brown, about 20 minutes. Remove to a rack to cool slightly. Serve warm.
Calories 182 Fat 4g Protein 14g Carbs 24g Fiber 3g

Photo by Angie Mosier, reproduced courtesy of Ten Speed Press.
Sweet Potato Gratin With Herb Crumble Serves 8
Earthy, rich sweet potatoes are one of fall’s most delicious vegetables and pair wonderfully with pecans, one of fall’s most delicious nuts. You’ll be shocked when you take a bite of this dish. Everyone always assumes they will be hit with a rush of sugar, and yet this sweet potato dish is distinctively full-flavored and savory, a welcome departure from typical marshmallow-topped and bourbon-drenched sweet potato dishes. This recipe utilizes whole wheat pastry flour, which is more nutritionally dense than refined all-purpose flour, but also is not as dense and heavy as regular whole wheat flour. Look for Bob’s Red Mill whole wheat pastry flour in well-stocked grocery stores. I know Thanksgiving can be tricky. No one wants to give up a favorite dish, but slip this one into the mix and it’s certain to become a family favorite.
If you want to take a serious shortcut for this dish you can substitute one 29-ounce can of pumpkin puree or canned sweet potatoes. The herb-pecan topping tastes equally great with both.
- 3 large sweet potatoes
- 1/2 cup coarsely chopped pecans
- 1/2 cup whole wheat pastry flour, plus more for your hands
- 2 tablespoons freshly grated Parmigiano-Reggiano cheese
- 1/2 teaspoon baking powder
- 1/4 teaspoon fine sea salt, plus more for seasoning
- 1/4 teaspoon freshly ground black pepper, plus more for seasoning
- 3 tablespoons 2 percent milk
- 1 tablespoon pure olive oil
- 1 tablespoon chopped fresh sage
- 1 teaspoon firmly packed dark brown sugar
- 1/8 teaspoon freshly grated nutmeg
Preheat the oven to 400°F. Line a rimmed baking sheet with a silicone mat or parchment paper. (This will help with clean up.) Spray a 2-quart shallow baking dish with nonstick cooking spray. Set aside.
Using a fork, pierce the sweet potatoes in several places and place on the prepared baking sheet. Bake until fork-tender, about 50 minutes. Remove to a rack to cool.
When the potatoes are almost tender, prepare the topping: In a small bowl combine the chopped pecans, flour, Parmesan, baking powder, salt, and pepper. Stir to combine. Add the milk, oil, and sage. Stir until well combined. Set aside.
When the sweet potatoes are cool enough to handle, peel the potatoes, discarding the skin. Place the pulp in large bowl. Add the brown sugar and nutmeg. Season with salt and pepper. Smash the squash with a potato masher until chunky.
Transfer the sweet potatoes to the prepared baking dish. Lightly flour your hands and crumble the topping in small, cherry size pieces on top of the sweet potatoes. Transfer to the oven and bake until golden brown, about 30 minutes.
Serve immediately.
Calories 98.02 Fat 7.35 g Carbs 7.28 g Fiber 1.41 g Protein 1.98 g
I received a free review copy of Lighten Up, Y’all from Blogging For Books in exchange for a fair and honest review of the cookbook. All opinions expressed here are my own. I reached out directly to Chef Virginia Willis for the interview included as part of this article. I am not affiliated with Chef Willis, or her publisher Ten Speed Press in any way. I did not receive any compensation for the interview, nor did the interview influence my opinions about Lighten Up, Y’all. The link included in this article for Lighten Up, Y’all is an affiliate link. I will receive a small percentage of the sale should you choose to purchase after following the link. I appreciate your monetary support of Feed Me I’m Hungry.
Recreate Virginia Willis’ Smothered & Covered Chicken with Herb Grits and Celery Salad with a PeachDish meal-kit!
https://www.peachdish.com/menu?menuId=VqptoCwAAPAaLBAp