If you’re craving the ultimate comfort food with a wholesome twist, this Creamed Spinach Mac & Cheese delivers on every level. Velvety cheese sauce, tender pasta, and savory spinach come together in one irresistible baked dish. It’s rich without being heavy, cozy yet elegant, and perfect for busy weeknights, weekend brunches, or family gatherings.
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Ingredients
- 1 pound elbow macaroni
- Salt, for pasta water
- 3 tablespoons unsalted butter
- 1 small onion, finely diced
- 2 garlic cloves, minced
- 3 tablespoons all-purpose flour
- 2 cups whole milk
- 1 cup heavy cream
- ½ teaspoon ground nutmeg
- Freshly ground black pepper, to taste
- 1 (10-ounce) package frozen chopped spinach, thawed and well-drained
- 4 cups shredded sharp cheddar cheese
- 1 cup freshly grated Parmesan cheese
- 1 teaspoon mustard powder (optional)
- ½ cup panko breadcrumbs (optional)
Instructions
- Preheat the Oven
Preheat oven to 375°F (190°C). Lightly grease a 9×13-inch baking dish and set aside. - Cook the Pasta
Boil macaroni in salted water until al dente. Drain and reserve. - Build the Flavor Base
Melt butter in the same pot over medium heat. Add onion and garlic, sautéing until soft and fragrant. - Create the Roux
Sprinkle in flour and cook for 1–2 minutes, stirring constantly until lightly golden. - Make the Cream Sauce
Slowly whisk in milk and cream. Simmer gently until thick and smooth. - Season the Sauce
Add nutmeg and black pepper, tasting and adjusting as needed. - Add Spinach & Cheese
Stir in spinach, cheddar, and Parmesan until melted and silky. Add mustard powder if using. - Combine with Pasta
Fold cooked macaroni into the sauce until fully coated. - Assemble
Transfer mixture to prepared baking dish and smooth the top. - Optional Crunch
Sprinkle panko breadcrumbs evenly over the surface. - Bake
Bake uncovered for 25–30 minutes, until bubbling and lightly golden. - Serve
Rest for 5 minutes before serving for the best texture.

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Pro Tips
- Grate cheese fresh for a smoother sauce
- Drain spinach thoroughly to prevent excess moisture
- Don’t overbake—creaminess is key
Why This Recipe Works
- Balanced richness from milk and cream
- Sharp cheeses add depth without overpowering
- Spinach brings color, flavor, and nutrition
- Baking creates a comforting, golden finish
Substitutions & Variations
- Cheese Swap: Try Gruyère, Fontina, or White Cheddar
- Gluten-Free: Use gluten-free pasta and flour blend
- Spicy Kick: Add cayenne or crushed red pepper
- Fresh Spinach: Sauté until wilted before adding
Make-Ahead, Storage & Reheating Guide
- Make Ahead: Assemble up to 24 hours in advance and refrigerate
- Storage: Refrigerate leftovers up to 3 days
- Reheating: Oven at 350°F (175°C), covered, with a splash of milk
- Microwave: Heat in short intervals, stirring between
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Serving Ideas
- Pair with a crisp green salad
- Serve alongside roasted vegetables
- Add garlic bread for extra comfort
Nutrition (Per Serving Estimate)
- Calories: ~520
- Protein: ~22g
- Carbohydrates: ~45g
- Fat: ~28g
Values are estimates and may vary.
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Frequently Asked Questions
Can I freeze this mac and cheese?
Yes, freeze before baking for up to 2 months. Thaw overnight before baking.
Can I make it stovetop only?
Absolutely. Skip baking and serve straight from the pot.
Is fresh spinach better than frozen?
Both work well—just remove excess moisture.
This Creamed Spinach Mac & Cheese is the perfect blend of indulgence and balance. Creamy, cheesy, and packed with comforting flavors, it’s a recipe you’ll come back to again and again.

Creamed Spinach Mac & Cheese
Equipment
- large pot
- Whisk
- 9×13-inch baking dish
- colander
- wooden spoon
Ingredients
- 1 lb elbow macaroni
- salt, for pasta water
- 3 tbsp unsalted butter
- 1 small onion, finely diced
- 2 cloves garlic, minced
- 3 tbsp all-purpose flour
- 2 cups whole milk
- 1 cup heavy cream
- 0.5 tsp ground nutmeg
- freshly ground black pepper, to taste
- 10 oz frozen chopped spinach, thawed and well-drained
- 4 cups shredded sharp cheddar cheese
- 1 cup freshly grated Parmesan cheese
- 1 tsp mustard powder (optional)
- 0.5 cup panko breadcrumbs (optional)
Instructions
- Preheat the oven to 375°F (190°C) and lightly grease a 9×13-inch baking dish.
- Cook the elbow macaroni in salted boiling water until al dente. Drain and set aside.
- In the same pot, melt the butter over medium heat. Add onion and garlic and sauté until soft and fragrant.
- Sprinkle in the flour and cook for 1–2 minutes, stirring constantly, until lightly golden.
- Slowly whisk in the milk and heavy cream, simmering gently until the sauce thickens and becomes smooth.
- Season the sauce with nutmeg and black pepper, adjusting to taste.
- Stir in the spinach, cheddar cheese, and Parmesan until melted and silky. Add mustard powder if using.
- Fold the cooked macaroni into the cheese sauce until fully coated.
- Transfer the mixture to the prepared baking dish and smooth the top.
- Sprinkle panko breadcrumbs evenly over the top if using.
- Bake uncovered for 25–30 minutes until bubbling and lightly golden.
- Let rest for 5 minutes before serving for the best texture.
Notes
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