Mac and Cheese...healthy?

I'm looking to make my mac and cheese healtier/lower calorie.  I've given it up for 8 weeks now and I can't take it anymore!  I'm going to eat a whole box of it if I can't figure out a way to fit it in my meal plan on some sort of regular basis!  I have whole wheat pasta (or could/should I maybe use egg noodles?), velveeta 2% cheese, brocoli that I plan on putting in a crock pot (I can't melt the cheese for some reason...I know HOW, it just never works!).  What else can I add in?  Has anyone tried putting pureed carrots in the cheese sauce?  Do you think that would work?  I'm trying to thin out the sauce calorie wise and stretch the dollar a little...sounds funny when talking about mac and cheese, huh?  Any other ideas?

I usually just treat myself to the little Easy Mac bowls maybe once a week. 220 calories...no fake recipe.