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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
  • 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