Company-Worthy Mac and Cheese Recipe

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:

Cheese sauce for macaroni and cheese

Pouring macaroni and cheese sauce over elbow macaroni noodles

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:

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 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!

Print
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
  • Category: Dinner
  • Method: Cook
  • Cuisine: American

Description

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.


Ingredients

  • 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 (30g) 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

Instructions

  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.


Notes

  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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31 Comments

  1. How did you know this is exactly what I had planned for dinner?! I’m thinking of adding some broccolini with the spinach, and then subbing whole meal pasta, and sauteed chicken for the bacon. I have some leftover ricotta in the fridge too – do you think that will blend in alright? Thanks for the perfectly timed recipe, Sally!

    1. Hi Michelle! You can certainly try all these substitutions. Cooked chicken is always a great add-in for mac & cheese. Ricotta would be a great addition too! Let me know how it turns out.

  2. 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?

  3. Sally, would you ever consider publishing a cookbook of savory/dinner recipes and side dishes? I would definitely buy it! (of course I have bought your other books already 🙂

    1. Thank you so much! I’m not sure. I’m not as inspired when it comes to cooking. When it comes to published books, I like sticking to baking! Maybe someday 🙂

      1. Thank you so much for replying. I really appreciate it. Our family (and friends I share with ) enjoy all of your recipes so much.

  4. Cant wait to try! I love Mac and Cheese!
    Can you tell me what the red dish you are using in the picture?
    Size? I need to get one and this looks exactly what I want…

      1. Thank you!! I thought it looked like that. It’s a pricey dish so I always like to get feedback if it’s worth it! So far everyone loves theirs

  5. I’m noticing you shop at Wegmans! I’m lucky to be from the home town of Wegmans! What is the white cheddar you are using? I’m not always good at picking out a good white cheddar. Thanks! 🙂

  6. 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!

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

  8. 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?

  9. 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.

  10. 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.

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