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spinach mac and cheese in casserole dish
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4.91 from 30 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 (change as needed): 6 (or 4 large portions)
Author: Cheryl Avrich
US Measures - Metric

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)
US Measures - Metric

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.

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. 
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