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Old Fashioned Baked Macaroni and Cheese with Spinach

An old-fashioned baked macaroni and cheese recipe might be old school but there’s no denying it’s an all-time favorite comfort food. Creamy, cheesy and delicious, made a tad healthier with spinach. 

Give in to your craving!

spoon scooping baked spinach mac and cheese from casserole dish.

In the old days, I used to make homemade mac and cheese with Kraft cheese slices. I’m not going to lie. It was darn good, but I have since graduated to real cheese which is less processed. I also add cooked spinach which doesn’t really change the taste much and adds considerable nutritional value.

As old-fashioned macaroni and cheese recipes go, this is a good one and it’s a fairly easy recipe. There are tons of variations you can try. I’ve listed several below. Unfortunately, my husband is a semi-purist, so I only get away with adding spinach and sauteed onions.

Ingredients – tailored to your taste

macaroni, cheese, milk, Dijon mustard, flour, butter, salt, frozen spinach

Cheese: Sharp cheddar or mild cheddar cheese is commonly used. Or try a combination of different types of cheese such as gruyere, goat cheese, gouda, white cheddar, pepper jack, and Monterey jack cheese. You can also use Kraft cheese slices or Velveeta. They will make a very creamy mac and cheese, but keep in mind they are cheese products – not real cheese – and highly processed.

Macaroni: Elbow macaroni is traditional. Feel free to use any short pasta instead such as orecchiette, penne, fusilli and rigatoni to name a few. 

Variations

Add-ins:

  • Sauté a cup of finely chopped onions in butter for a few minutes before adding the flour. (I use this one all the time). Sautéed mushrooms is another option. 
  • Add 4 ounces/112 grams cream cheese to the sauce mixture.
  • Add 2 tablespoons of pesto or fresh green onions 
  • Add 1/2 cup/27 grams chopped sundried tomatoes
  • Try 1 cup chopped cooked ham, cooked sausage or crumbled cooked bacon
  • Spice up the sauce with a little bit of cayenne pepper or a pinch of red pepper flakes
  • Instead of spinach, try broccoli florets (cook the same way as per the recipe). 
  • And yes, of course, you can leave out all of the above and just stick to a simple mac and cheese!

Lighten up the mac and cheese casserole (lower fat and calories) by:

  • skipping the extra half-cup cheese on top
  • using a lower-fat cheese
  • using 2% milk instead of whole milk. 

Jazz it up with a panko topping:

  • Mix a 1/4 cup/12 grams panko or fresh breadcrumbs with a tablespoon of butter and 2 chopped green onions. Sprinkle over the top before baking.
  • Try sprinkling some Parmesan cheese on top before baking.

Make it a complete meal:

  • Feel free to add in shredded rotisserie chicken or diced cooked sausage.

Step by step instructions

macaroni and spinach draining in colander
Boil macaroni in a large pot of water, adding spinach in the last 3 minutes of boiling. Drain in a colander and set aside.
cheese sauce in pot with whisk.
Make white creamy sauce – melt butter, then add flour, milk. Add a dab of yellow mustard if you like.
spinach mac and cheese in pot
Mix in cheeses, cooked macaroni and spinach until well combined.
spinach mac and cheese in casserole dish with cheese on top unbaked
Transfer to a buttered baking dish (or lined with parchment) and add remaining grated cheese on top.
baked spinach mac and cheese in casserole dish
Bake at 400F/204C for 15-20 minutes until cheese is browned on top. Dig in!

Tip

Make sure you remove the sauce from the heat before adding the cheese to avoid the cheese separating and getting gritty.

Does the spinach make the mac and cheese healthy? 

Well, frozen or fresh spinach really doesn’t change the fact that cheese is generally high in fat and sodium. On the plus side, though, the mac and cheese has excellent calcium and protein.

Including spinach adds 8 times the vitamin A, 3 times the fiber and almost double the potassium without adding any calories.

So, yes, spinach certainly makes this homemade baked mac and cheese at least healthier. To amp up the health factor further, reduce the cheese a bit and add more veggies.

Shortcuts

You can save several steps and time by:

  • adding the spinach to the macaroni while boiling (instead of cooking them separately) – as per the recipe
  • buying pre-shredded cheese (use this in a pinch – grating fresh cheese is best for a smooth flavorful sauce)
  • lining the casserole dish with parchment paper (zero clean up!).

To cut the time in half, skip the baking step!

Make Ahead Tip

  • The entire casserole can be completed up until the point of baking. Cover it and keep in the fridge for up to two days. Bake it uncovered when needed at 375F/190C for 25 minutes.
  • You can also freeze the unbaked mac and cheese casserole, the bake it (from frozen) at 350F/177C for 1-1 1/4 hours. Check the middle to see if it’s hot.

What to serve with creamy spinach mac and cheese

Southerners in the US typically serve mac and cheese as a great side dish in their Thanksgiving spread.

I serve it as a main dish, often with baked beans, a gift to my husband who thinks this is the only way to eat a mac and cheese casserole.

If you have an instant pot, these homemade baked beans are amazing. Another easy side dish that works well is a marinated tomato salad or cole slaw.

spoon scooping baked spinach mac and cheese from casserole dish.

More cheesy pasta recipes

And check out our 25 Meatless Monday dinner ideas.

spinach mac and cheese in casserole dish
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4.90 from 29 votes

Old Fashioned Baked Macaroni and Cheese with Spinach

An old fashioned baked macaroni and cheese recipe might be old school but there's no denying it's an all-time favorite comfort food. Creamy, cheesy and delicious, made a tad healthier with spinach. Give in to the craving!
Prep Time20 minutes
Cook Time20 minutes
Total Time40 minutes
Course: Main Course, Side Dish
Cuisine: American, Vegetarian
Servings: 6 (or 4 large portions)
Author: Cheryl

Ingredients

  • 8 ounces elbow macaroni – 2 cups I use 1/4-1/2 cup less to make the mac and cheese more saucy)
  • 2 cups frozen chopped spinach (or 4-5 cups fresh baby spinach, roughly chopped)
  • 3 tablespoon butter
  • 2 tablespoon all purpose flour
  • 2 cups whole milk (or 2% if preferred for a lighter option)
  • 1/2 teaspoon salt or more, to taste (depends on saltiness of cheese)
  • 1 teaspoon Dijon mustard (optional) prepared mustard is ok too
  • 1 teaspoon black pepper (optional)
  • 3 cups (12 oz) shredded cheese. I use half American cheese (or gruyere) and half sharp cheddar cheese (reserve I/2 cup (2 oz, 170g) for topping)

Instructions

  • HEAT OVEN TO 400F/204C. Line 2 quart (2 liter) casserole with parchment paper (for easy cleanup) or spray casserole dish with oil.
  • BOIL MACARONI AND SPINACH: Bring salted water to a boil in a large saucepan and add macaroni. Cook as per package directions. 3 minutes before macaroni is cooked, add frozen or fresh chopped spinach. This will slow the boil, so increase heat to medium high to finish cooking pasta to al dente which is what you want. Drain in colander and set aside.
  • MAKE CHEESE SAUCE: Heat butter in medium-large saucepan on medium heat. Add flour and whisk to blend. Cook for 2 minutes. Add milk. Whisk to blend. Add salt and mustard (if using). Cook for about 5-7 minutes until thickened. Turn off heat. Mix in 2 1/2 cups (~280g) cheese, reserving remaining 1/2 cup (56g) of cheddar for topping.
  • COMBINE SAUCE AND MACARONI: Add cooked macaroni and spinach to cheese sauce. Mix to combine well. Transfer to 2 quart/2 liter casserole. Sprinkle remaining 1/2 cup/56 grams shredded cheese on top of casserole.
  • BAKE AND SERVE: Shortcut, Note 1. Bake for 15-20 minutes until cheese is golden brown on top. Serve with slaw, baked beans or tomato salad.

Recipe Notes

  1. Shortcut: skip baking the mac and cheese and serve the creamy pasta from the pot. 
  2. Variations and Substitutes
    • Cheese
      • Options are sharp cheddar, mild cheddar, gruyere, goat cheese, gouda, Monterey cheese. Or a combination of two cheeses.
      • You can use Kraft cheese slices or Velveeta. They will make a very creamy mac and cheese, but keep in mind they are cheese products – not real cheese – and highly processed.
    • Add-ins
      • Sauté a cup of finely chopped onions in butter for a few minutes before adding the flour. (I use this one all the time). Sautéed mushrooms is another option. 
      • Add 2 tablespoons of pesto or fresh green onions 
      • Add 1/2 cup chopped sundried tomatoes
      • Try 1 cup chopped cooked ham, cooked sausage or crumbled cooked bacon
      • Instead of spinach, try broccoli florets (cook the same way as per the recipe). 
      • And yes, of course, you can leave out all of the above and just stick to a simple mac and cheese.
    • Lighter version (lower cal, lower fat)
      • Lighten up the mac and cheese casserole (lower fat and calories) by:
        • skipping the extra half cup cheese on top
        • using a lower-fat cheese
        • using 2% milk instead of whole milk. 
    • Pasta
      • Elbow macaroni, orecchiette, penne, fusilli and rigatoni 
    • Panko topping (optional)
      • Mix a 1/4 cup panko or bread crumbs with a tablespoon of butter and 2 chopped green onions.  Sprinkle over the top before baking.
  1.  
  2. Make Ahead:
    • Before baking, you can cover the casserole and refrigerate it for up to 2 days. Then bake the spinach mac and cheese when needed at 375F/190C for 25 minutes.
    • You can also freeze the unbaked mac and cheese casserole, the bake it (from frozen) at 350F/177C for 1-1 1/4 hours. Check the middle to see if it’s hot.
 
Nutrition values are estimates and will depend on the cheeses and add-ins used. 

Nutrition

Calories: 482kcal | Carbohydrates: 37g | Protein: 24g | Fat: 27g | Saturated Fat: 17g | Trans Fat: 1g | Cholesterol: 81mg | Sodium: 682mg | Potassium: 435mg | Fiber: 3g | Sugar: 6g | Vitamin A: 6919IU | Vitamin C: 3mg | Calcium: 579mg | Iron: 2mg
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5 Comments

  1. 5 stars
    Absolutely delicious !!!!!! I halved the recipe and ate the whole thing myself !!! such a satisfied “Piggie” I am !!!

    1. Too funny. Hey, we all have to indulge once in a while! And the spinach is healthy, right? 😂 Glad you enjoyed it Wendy.