Sloppy joe mac & Cheese

A definite comfort food. Takes a bit of prep because its homemade, but very yummy. Use low fat products and ground turkey to make healthier)

16 oz elbow macaroni
1 lb ground beef
1/2 c chopped celery
1/2 c chopped carrot
1 can (14.5 oz) diced tomatoes, undrained
1 can (6 oz) tomato paste
1/2 c water
1 pkg sloppy joe mix (or 1 tbsp. instant minced onion,1 tsp. salt,1/2 tsp. sugar,1/4 tsp. dry mustard,1/4 tsp. chili powder,1 tsp. green pepper flakes,1 tsp. cornstarch,1/2 tsp. instant minced garlic,1/4 tsp. celery seeds)
1 small onion, finely chopped
1 Tbsp butter
1/3 c flour
1 tsp ground mustard
3/4 tsp salt
1/4 tsp pepper
4 cups milk
1 Tbs Worcestershire sauce
8 oz Velveeta, cubed
2 cups (8 oz) shredded cheddar cheese

Cook macaroni according to package directions. Meanwhile, in a large nonstick skillet, cook the meat, celery and carrot over medium heat until meat is no longer pink and vegetables are tender. Drain. Add tomatoes, tomato paste, water and seasoning 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 flour, mustard, salt and pepper until smooth. Gradually add milk while whisking, add Worcestershire sauce . Bring to a boil, cook and stir for 1-2 minutes or until thickened. (Stir constantly).  Remove from heat, stir in cheese. Add macaroni, mix.

Spread 2/3 of macaroni mixture in a 13x9 pan coated with cooking spray.  Spread meat mixture on next. Top with remaining macaroni mixture. Cook at 375 for 30 minutes or until bubbly.