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If you’re searching for a creamy macaroni and cheese recipe that satisfies and impresses, look no further. There are many ways to make homemade mac and cheese and this is my favorite. It’s extra cheesy with a little bacon and garlicky spinach for flavor.

Bowl of homemade mac and cheese

It was a bone-chilling winter. I can’t believe I’m starting this post talking about THE WEATHER, but the frigid temperatures definitely inspired this dinner. On a cold night where nothing sounded appealing except for cheesy covered noodles, I made the best homemade macaroni and cheese. And this is coming from someone who doesn’t even really like pasta.

(Yes, we do exist!)

But somehow bacon and cheese sauce fixes everything. Lololol

Macaroni and cheese with spinach and bacon

Why You’ll Love This Mac & Cheese Recipe

I call this company-worthy macaroni and cheese. It’s the kind of dressed up macaroni and cheese recipe that satisfies AND impresses everyone at the table. After falling in love the first time, I made this recipe again when our friends came over for dinner. Every single one asked me for the recipe. Every single one. Here’s why:

  • Homemade 3 cheese sauce
  • Sauce to noodle ratio (extra saucy!)
  • A small handful of sautéed garlic spinach
  • Crispy bacon
  • Crunchy breadcrumbs

If you need a fancied-up, yet totally approachable dinner… make this macaroni and cheese.

Macaroni and cheese sauce ingredients

How to Make Homemade Mac and Cheese

Have you ever made macaroni and cheese from scratch before? I shared a recipe for baked mac and cheese in 2017, then realized that it’s OK to go heavier on the creamy factor. I started with that recipe, changed its tune a bit, and this cheesy masterpiece was born. Let me teach you how to make it.

  1. Cook the extras: Cook & chop the bacon, then sauté the spinach with a little garlic. You can cook both ahead of time if needed.
  2. Cook the noodles: Cook the noodles until tender, drain, then toss with a little butter to prevent them from sticking together.
  3. Begin the cheese sauce on the stove: Like all great recipes, homemade macaroni and cheese begins with butter. Melt butter on the stove, then add flour. The flour soaks up the butter, see left photo below. We’re making a “roux.” Roux is typically the base of gravies, soups, and my nacho cheese sauce.
  4. Add milk, half-and-half, & cheese: Whisk in milk and half-and-half, then bring to a simmer. The sauce will begin to thicken. Add the cheese.
  5. Pour cheese sauce over noodles: Stir the cheese sauce and noodles together, then add bacon and sautéed spinach. If you didn’t think mac & cheese could get any better, add bacon and garlicky spinach.
  6. Optional: You can serve right away or bake in a big casserole dish with some breadcrumbs and shredded parmesan cheese sprinkled on top.

Making the cheese sauce:

2 images of cheese sauce for macaroni and cheese in skillet on stove

2 images of pouring macaroni and cheese sauce over elbow macaroni noodles and pot full of noodles and sauce

Overview: Macaroni and Cheese Sauce Ingredients

  1. Butter
  2. Flour
  3. Milk
  4. Half-and-half
  5. Salt
  6. Ground Mustard
  7. Shredded Cheese

Use a mix of whole milk and half-and-half. Using all whole milk creates a thinner cheese sauce. Heavy cream creates a thick-as-a-brick cheese sauce. Using a combination of whole milk and half-and-half creates the perfect sauce consistency.

How about the ground mustard? Your macaroni & cheese will NOT taste like mustard. Ground mustard is a traditional ingredient in most mac and cheese recipes because it adds a sharp kick and depth of flavor. That’s the same reason I use it in this ham & cheese strata.

What Cheese Do I Use?

For truly remarkable macaroni and cheese, use a combination of cheeses. I recommend white cheddar, regular sharp cheddar, and a fun cheese like smoked gouda or Gruyere. Grate it at home so it’s soft and fresh. (I love this particular cheese grater!)

We’re reaching Stouffer’s macaroni and cheese level:

close up image of creamy homemade mac and cheese

You have options with this recipe. You can prepare it as stovetop macaroni and cheese or baked macaroni and cheese. It’s ready to serve right after you stir the sauce and noodles together. Or you can spoon it into a casserole dish, top with breadcrumbs and parm cheese and bake. Breadcrumbs add a lovely crisp on top!

This recipe yields a big casserole, so it’s wonderful for potlucks and other large gatherings. Feel free to halve the recipe for a smaller crowd or freeze leftovers for later.

How to Freeze Homemade Mac and Cheese

You can freeze the prepared mac and cheese for another day. To freeze, cool macaroni and cheese completely, transfer to a freezer-friendly dish or container, cover tightly, then freeze up to 3 months. Thaw for 24 hours in the refrigerator. Storing options for freezer:

  1. Pyrex glass dish with lid– can go right into the oven to bake.
  2. Disposable foil dish with lid– can go right into the oven to bake.

How to reheat frozen macaroni and cheese: Thaw in the refrigerator, then cover with aluminum foil and bake at 350°F (177°C) for about 45 minutes or until warm throughout. Or skip thawing and bake frozen for 1 hour and 15 minutes, or until warm throughout.

Baked macaroni and cheese casserole

Why is My Macaroni & Cheese Grainy?

Let me help you prevent grainy macaroni and cheese. 

  • Whisk the butter and flour together vigorously. Make sure the two are completely combined and form a thick, smooth paste.
  • The cheese was over-cooked. Remove from heat as soon as the cheese melts.
  • Heat was too high when cooking the roux. Some stoves are simply hotter than others. Slightly lower the heat next time.
  • Do not use pre-shredded cheese. Make sure you are shredding cheese right off the block. It’s extra moist and melts easier. Use fresh, unopened cheese.

3 white bowls of homemade mac and cheese

While my other baked macaroni & cheese recipe is great, you’ll adore this creamier fancied-up version. White cheddar makes a truly decadent mac and cheese!

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Bowl of homemade mac and cheese

Company-Worthy Mac and Cheese

  • Author: Sally
  • Prep Time: 15 minutes
  • Cook Time: 35 minutes
  • Total Time: 1 hour
  • Yield: 8 servings 1x
  • Category: Dinner
  • Method: Cook
  • Cuisine: American


This is my fancied-up version of creamy macaroni and cheese. Feel free to skip the bacon and spinach (steps 1 and 2) for a quicker mac and cheese recipe. Baking is optional, but the baked breadcrumb and parmesan topping add a wonderful crisp and flavor.


  • 12 slices uncooked bacon
  • 1 teaspoon minced garlic
  • 3 cups (90g) fresh spinach (optional; see note)
  • 1 pound dry elbow pasta
  • 1/2 cup (8 Tbsp; 115g) unsalted butter, divided
  • 1/4 cup (31g) all-purpose flour
  • 3 cups (720ml) whole milk
  • 1 cup (240ml) half-and-half (or more whole milk)
  • 1/2 teaspoon salt
  • 1/2 teaspoon ground mustard
  • 5 cups (560g) shredded cheese (I recommend 3 cups white cheddar, 1 cup regular sharp cheddar, and 1 cup gouda)
  • optional: 1/2 cup (45g) breadcrumbs, such as Panko
  • optional: 1/2 cup (40g) shredded parmesan cheese
  • optional: chopped fresh parsley for garnish


  1. Cook bacon according to package directions. Chop into small pieces. You’ll have about 3/4 cup.
  2. Sauté spinach with garlic. See note. You can skip the spinach if desired.
  3. Cook the pasta until al dente, about 1 minute less than the package cook time. Drain the cooked pasta, pour into a large bowl and stir in 2 Tablespoons of butter. Set pasta aside.
  4. In a large saucepan, melt remaining 6 Tablespoons of butter over medium heat. Once melted, whisk in the flour to form a thick paste. Cook and whisk the paste for 1 minute, then slowly whisk in the milk, half-and-half, salt, and ground mustard. Bring to a simmer, then whisk in the cheese until smooth. Remove from heat.
  5. Pour the sauce over the buttered pasta, then stir in the bacon and spinach. Serve right away with a sprinkle of fresh parsley or continue with the recipe to bake.
  6. To bake: Preheat oven to 400°F (204°C). Spread macaroni & cheese into a greased 9×13 inch baking dish. Top with breadcrumbs and parmesan cheese. Cover with aluminum foil and bake for 10 minutes. Remove foil and bake for 10 more minutes.
  7. Remove from the oven and cool for 10 minutes. Garnish with fresh parsley, if desired, before serving. Leftovers get pretty thick in the refrigerator as the noodles soak up the sauce, but warming them up in the microwave thins out the sauce again.


  1. Make Ahead & Freezing Instructions: To freeze, prepare the macaroni and cheese through step 4. Pour sauce over pasta, then stir in the bacon and sautéed spinach, if using. Spoon into a greased 9×13 inch freezer-friendly dish. (Save breadcrumbs and parmesan cheese for right before baking.) Cover tightly and freeze up to 3 months. Thaw for 24 hours in the refrigerator, then top with breadcrumbs and parmesan cheese (if desired), cover with aluminum foil and bake at 350°F (177°C) for about 45 minutes or until warm throughout. Or skip thawing and bake frozen for 1 hour and 15 minutes, or until warm throughout.
  2. Sautéed Spinach: You can skip the spinach if desired. Or replace with sautéed kale or steamed broccoli. To sauté, add 1 teaspoon minced garlic and 3 cups fresh spinach or kale to a greased skillet. (You can use a drizzle of olive oil or some bacon grease if you just cooked the bacon.) Cook on medium heat until wilted, about 3-4 minutes. You’ll have around 1/2 cup.
  3. Milk & Half-and-half: This blend of whole milk & half-and-half is strongly recommended for creamiest most delicious sauce. I find heavy cream to be too thick for this recipe. For a less rich sauce, you can use all whole milk. If needed, you can use a lower fat or nondairy milk. Keep in mind that the sauce won’t be as thick.
  4. Cheese: Use a mix of freshly grated cheeses for best flavor. Grate it off the block. Pre-shredded cheese is typically a little drier.

Keywords: macaroni and cheese, pasta

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Reader Questions and Reviews

  1. I always make home made mac n cheese. To the point where my kids will not eat restaurants’ mac n cheese or box mac n cheese… it has to be mine.
    I chop 4-5 cloves garlic, use cayenne, oregano, s&p, paprika, chili powder… I will also make my own cajun seasoning and use a couple tbls of that.
    Which, I guess homemade anything is better than store bought…. right?

  2. This was delicious and not at all difficult to make. Served as a main course for those of us who are vegetarian (without the bacon) and as a side with roast chicken for those of us who aren’t. Thanks for a trerrific recipe!

  3. I was so excited to make this recipe but my cheese sauce was very grainy. I’m not sure what went wrong :/

    1. Hi Bren! Perhaps the variety of cheese? Or the flour not fully cooking? Hope you enjoyed how it tasted!

  4. This recipe sounds fantastic! I was wondering when you cook the pasta one min less than the package says is that one min less than the cook time on the package for al dente or one min less than fully cooked pasta?

  5. This is so good! I left out the spinach, bacon and garlic because I didn’t have any and didn’t want to go to the store.☺️ It was still delicious. My husband loved it! I also made your butterscotch pudding a few days prior. Wonderful! Can you tell I was needing comfort food?
    Thanks for sharing great recipes with really helpful tips.

  6. White cheddar must be the secret to amazing macaroni and cheese. we loved this flavor andthe recipe makes a ton! The leftovers are just as great. Warm it in the microwave for a few seconds or put back on the stove.

  7. This was the best Mac and cheese I’ve ever had! Made it without bacon, and the garlic spinach added so much flavor. I used the baked method, and the topping was delicious. Only complaint is that it came out rather grainy, even after following directions exactly. Next time I’ll lower the heat making the roux. But honestly, the flavor is just fantastic!!

  8. This was an absolutely delicious recipe! I made it for a mac n cheese cook-off and I got 2nd place! I’m definitely going to make it again!

    1. Amazing! A mac and cheese cook-off sounds absolutely delicious 🙂 Thank you so much for your positive feedback, Laurel!

  9. What an amazing recipe. I halved the recipe and followed all directions but left out the spinach. My hubby said it’s the best Mac and cheese he’s ever had! Thanks again for another great recipe! Perfection. Can’t wait to freeze a few portions to make easy dinners.

  10. This is a keeper made exactly as written! I used white cheddar, sharp cheddar, smoked Gouda

  11. Hi Sally! Looking forward to making this dish this week.. quick question though. You talk about freezing the mac and cheese, but would I be able to make this dish the night before an event, refrigerate it over night, add breadcrumbs and then bake within 24 hours? Thank you in advance!

    1. Yes, absolutely! Assemble ahead of time, then bake before serving. This is a great way to get started the night before and still have deliciously warm mac & cheese.

      1. Will sharp white cheddar be okay? I couldn’t find just regular white cheddar.

      2. ES,
        I noticed nobody answered you about using Sharp white cheddar . I can’t find regular White cheddar either. YES you can make it with the sharp white cheddar it will just make it a more rich flavor …and there’s nothing wrong with that! ENJOY! I hope this helps you.

  12. My Favourite EVER Mac and Cheese. Sally this was one of four of your recipes that I made for Thanksgiving and I think it was the best thing on my plate (sorry Dressing!) Honestly though, it was fantastic and has been added into my dinner rotation.

  13. White cheddar and regular cheddar are exactly the same product only different colors. So they don’t really count as two separate cheeses and I’m not sure why you think it’s useful to differentiate. Cheddars are differentiated by length of age and sharpness (and quality, usually determined by place of origin). Excellent aged sharp cheddar makes a great mac and cheese all by itself, but my favorite mac & cheese uses a blend of sharp cheddar, gruyere, and a touch of blue cheese, in about 4 times the ratio of cheese to pasta (10 cups for 8oz of pasta). The cheese is half in the roux and half sprinkled between and on top of layers of pasta. I like your idea of adding bacon and garlic spinach, and will try my mac & cheese with your additions!

  14. Hi Sally! I was planning to make this recipe as a side for my husband and Is one year anniversary dinner since we can’t go out with the stay at home orders.. however I could only find penne & rotini – everything else is completely gone! Which pasta would you recommend to go with this recipe? Or do you think it matters? Thanks so much.. I love all your recipes, you NEVER let me down!!

    1. Hi Olivia, Happy anniversary! I would use the rotini – all the cheese will stick to the crevices in the pasta and still be delicious 🙂

  15. Beware, this dish is NOT as quick and easy as it sounds! It tastes pretty good, but the CLEAN-UP SUCKS. You need one pan for the spinach, another for the pasta, another for the cheese sauce, a pan for the bacon, a cutting board for the bacon, a strainer for the pasta, and a baking dish to cook it all in. Not to mention that each “step” is like 4 steps.

  16. I agree with Janine. Not so quick and easy. I made it exactly like the recipe said and turned out excellent! I think I used more Panko than I should have and baked it. Best to just sprinkle a little. The sauce turned out very smooth.
    Thank you Sally. I also tried your pizzas. Loved them.

  17. Perfectly quick and easy recipe. Cooking requires washing up. Wash as you go. You shouldn’t be put off from cooking by the obvious eashingy up no more so than you should be put off golf from walking.

  18. This is delicious! Comfort food at its best! The whole family loved it!

  19. That was absolutely fantastic! And with lots of leftovers, I utilized my oven top griddle to grill the leftovers to perfection! I wish I could post a picture! fantastic flavor and I thought it was relatively easy. Quite delicious!!! I am a Sally’s baking addiction addict!

  20. Hi Sally,
    Do you think I could make this with cheddar slices instead of grated cheddar?

    1. Hi Jay, we don’t recommend it. The fresh shredded cheese is best for ensuring it melts properly and is incorporated evenly throughout the mac and cheese. Cheddar cheese slices won’t melt properly. Hope you’ll give this recipe a try!

      1. Hi, thanks for the quick feedback.
        I had just bought 3 packets of cheese slices so I decided to go through with the recipes and it worked just fine. The sauce wasn’t lumpy or anything and it tasted great!

  21. Which kind of gluten free flour would you recommend as substitute for the all-purpose? One of my friends has celiac disease, and while we are solid with noodle replacement there are lots of different flour alternatives and I’m wondering which would be the best replacement in this case. Thank you!

    1. Hi Summer, we don’t have much experience with gluten-free flours, but many of our readers have reported success using 1:1 swaps with gluten-free all-purpose flours like Bob’s Red Mill and Cup4Cup. We haven’t tried them and unsure of the results, but let us know if you do give anything a try!

  22. This is the first time I have made homemade macaroni and cheese. Your website is my goto for recipes. I have made many of your recipes. I think you are the best! But my macaroni and cheese was all curdled. What did I do wrong??
    Please help!

    1. Hi Julie! Make sure to very slowly mix in the milk and half and half in step 4. If you add it all at once, the flour and butter mixture may not combine with the milk mixture correctly, which would lead to a lumpy sauce. Slower is better!

  23. So a couple things, this recipe was amazing!!! I did omit the spinach because of my son but I did use the bacon (4 slices) and garlic. This is due to my son doesn’t like spinach at all but on the future I will try it with it. I did use sharp white cheddar cheese because as me tion in some reviews I could only find the sharp white cheddar. This was my second time EVER making baked mac n cheese and this attempt was complete opposite from a recipe I tried awhile ago. I also did use the panko crumbs on top and it adds an extra depth to the Mac n cheese. I would recommend this recipe to anyone who love Mac n cheese and I want to thank you so very much for sharing your recipe!!!

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