Spinach Macaroni and Cheese takes the comforting, cheesy goodness you love from classic mac and cheese and gives it a fresh, nutritious twist. Imagine tender elbow pasta swimming in a rich, velvety cheese sauce, flecked with vibrant green spinach that adds both color and a subtle earthy flavor. This is the kind of easy weeknight dinner that the whole family will devour, even the picky eaters, while sneaking in some healthy greens! Whether you’re whipping this up as a quick family meal or looking for a satisfying side dish, this recipe ticks all the boxes for budget-friendly recipes with maximum flavor and comfort.
Why You’ll Love This Recipe
You get the best of both worlds here—classic creamy mac and cheese indulgence paired with the freshness of spinach. It’s quick to make, coming together in just about 30 minutes, making it an ideal choice for busy nights. Plus, it’s packed with high protein meals benefits thanks to the cheese and pasta combo. The cheesy sauce clings perfectly to every bite of pasta, while the spinach adds a pop of vibrant color and a nutritious punch. Bonus: this dish reheats beautifully, making it perfect for meal prep microwave lunches or leftovers that feel just as good as the first serving.
What Makes This Recipe Special?
The magic lies in the luscious homemade cheese sauce, made with a roux base that’s cooked just right to achieve that perfect silky texture. The fresh spinach doesn’t just add color—it balances the richness with its subtle earthiness. And the blend of sharp cheddar and Parmesan cheeses creates a complex, irresistible flavor that’s both creamy and tangy. For those who love a little extra crunch or texture, a golden breadcrumb topping is the perfect finishing touch. This is not your average boxed mac and cheese—this is healthy comfort food elevated to a new level of deliciousness.
Ingredients
- 12 ounces elbow macaroni (or your favorite pasta shape)
- 3 tablespoons unsalted butter
- 3 tablespoons all-purpose flour
- 3 cups whole milk
- 2 cups shredded sharp cheddar cheese
- 1/2 cup grated Parmesan cheese
- 4 cups fresh baby spinach, roughly chopped
- 1/2 teaspoon garlic powder
- 1/4 teaspoon ground nutmeg (optional)
- Salt and freshly ground black pepper, to taste
How to Make It Step-by-Step
- Bring a large pot of salted water to a boil. Add the macaroni and cook according to the package instructions until al dente. Drain and set aside.
- In the same pot, melt the butter over medium heat. Once melted, whisk in the flour and cook, stirring constantly, for 1-2 minutes to create a roux.
- Slowly pour in the milk, whisking continuously to prevent lumps. Continue cooking and whisking for 4-5 minutes until the sauce thickens and starts to bubble gently.
- Lower the heat to medium-low and stir in the shredded cheddar and Parmesan cheese until melted and smooth.
- Season with garlic powder, nutmeg (if using), salt, and pepper. Adjust seasoning to taste.
- Add the chopped spinach and cook for 1-2 minutes, stirring until the spinach wilts and is evenly incorporated.
- Fold in the cooked macaroni, mixing thoroughly so every piece is coated with the luscious cheese sauce.
- Serve immediately for creamy stovetop mac and cheese, or pour into a baking dish, top with breadcrumbs and extra cheese, and bake at 375°F for 15-20 minutes for a bubbly, golden crust.
Tips for Best Results
- Use fresh baby spinach whenever possible for the best texture and flavor. Frozen spinach works in a pinch—just thaw and drain it well to avoid watery sauce.
- Don’t skip the nutmeg; it’s a subtle but classic addition that enhances the cheese sauce beautifully.
- For a protein-packed boost, add cooked chicken or even high protein pre made meals like shredded rotisserie chicken right into the mix.
- If you’re baking, cover the dish with foil for the first 10 minutes to prevent the top from burning before removing it to brown the crust.
Ingredient Substitutions & Variations
- Swap sharp cheddar for a mix of mozzarella and Gruyère for a milder, gooey texture.
- Make it gluten-free by using gluten-free pasta and a gluten-free flour blend for the roux.
- Add sautéed mushrooms or peas for extra veggies and healthy eating for two options.
- For a lighter version, substitute heavy cream with low-fat milk or use less cheese.
- Spice it up with a pinch of cayenne or smoked paprika for a flavor twist.
Serving Suggestions
Serve your Spinach Macaroni and Cheese with a crisp green salad or roasted veggies for a complete, balanced meal. It pairs wonderfully with garlic bread or crusty rolls to mop up every last bit of that cheesy sauce. This dish also shines as a side dish alongside grilled chicken, fish, or steak for a comforting yet elevated dinner.
Pairing Ideas (Drinks, Sides, etc.)
A chilled glass of crisp white wine, like Sauvignon Blanc, complements the creamy cheese perfectly. For non-alcoholic options, a sparkling lemonade or iced tea brightens the meal. On the side, roasted Brussels sprouts, steamed asparagus, or a simple arugula salad with lemon vinaigrette keep things fresh and balanced.
How to Store and Reheat Leftovers
Keep leftovers in an airtight container in the fridge for up to 4 days. Reheat gently on the stovetop or in the microwave, adding a splash of milk to loosen the sauce if it has thickened. Stir frequently to maintain creamy texture. For best results, reheat in a covered dish to retain moisture.
Make-Ahead and Freezer Tips
This recipe is fantastic for meal prep microwave lunches—make the full batch ahead of time and portion it out. You can freeze leftovers in airtight containers for up to 2 months. Thaw overnight in the fridge before reheating, and add a splash of milk to bring back that creamy goodness.
Common Mistakes to Avoid
- Don’t rush the roux—cook the flour and butter long enough to avoid a raw flour taste.
- Avoid overcooking the pasta to keep it al dente and prevent mushiness in the final dish.
- Don’t add cheese to the sauce while it’s boiling—remove from heat first to keep the sauce smooth.
- When using frozen spinach, make sure it’s completely drained to prevent watery sauce.
Frequently Asked Questions (FAQ)
Can I use a different pasta shape?
Absolutely! Shells, rotini, or cavatappi work beautifully with this cheese sauce.
Can I add more veggies?
Yes! Steamed broccoli, peas, or even roasted red peppers add great flavor and nutrition.
Is this recipe keto-friendly?
No, but you can try substituting pasta with low-carb alternatives for a keto meal plan option.
Can I make this vegan?
Yes, swap dairy milk and cheese for plant-based alternatives and vegan butter.
How do I keep the sauce creamy when reheating?
Add a little milk and reheat gently over low heat, stirring often to keep it smooth.
Cooking Tools You’ll Need
A large pot for boiling pasta, a whisk for making the roux, a good-quality non-stick saucepan, a wooden spoon or spatula for stirring, and optionally a baking dish if you’re baking the mac and cheese.
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Baked Lemon Spaghetti
Ingredients
- 12 ounces spaghetti
- 2 tablespoons unsalted butter
- 2 tablespoons olive oil
- 2 cloves garlic, minced
- 1 cup heavy cream
- 0.5 cup grated Parmesan cheese
- 2 tablespoons fresh lemon zest
- 0.25 cup fresh lemon juice
- 0.25 teaspoon crushed red pepper flakes (optional)
- to taste salt and black pepper
- 0.5 cup shredded mozzarella cheese
- 2 tablespoons chopped fresh parsley (optional)
Instructions
- Preheat oven to 375°F (190°C). Lightly grease a 9×13-inch baking dish.
- Cook spaghetti in a large pot of salted boiling water according to package directions until al dente. Drain and set aside.
- In a large skillet, melt butter and olive oil over medium heat. Add minced garlic and sauté for 1 minute until fragrant.
- Stir in heavy cream, Parmesan cheese, lemon zest, and lemon juice. Season with salt, black pepper, and red pepper flakes if using. Simmer for 2–3 minutes until slightly thickened.
- Add cooked spaghetti to the sauce and toss to coat evenly.
- Transfer the spaghetti mixture to the prepared baking dish. Sprinkle mozzarella cheese evenly on top.
- Bake for 15–20 minutes until cheese is melted and golden brown.
- Garnish with chopped fresh parsley before serving, if desired.

