Photography: Randy Mayor; Styling: Melanie J. Clarke
4 servings (serving size: 1 1/4 cups)

This classic macaroni and cheese recipe has been updated for heightened flavor with the addition of Gouda and Parmesan cheeses and fresh spinach.

How to Make It

Step 1

Preheat oven to 350°.

Step 2

Place bread in a food processor, and pulse 10 times or until coarse crumbs measure 1/2 cup.

Step 3

Melt butter in a large saucepan over medium heat. Add onions and garlic; cook 1 minute. Add flour; cook 1 minute, stirring constantly. Gradually add milk, salt, and pepper, stirring constantly with a whisk until blended. Bring to a boil; cook until thick (about 2 minutes). Add cheeses; stir until melted.

Step 4

Add spinach and macaroni to cheese sauce, stirring until well blended. Spoon mixture into a 2-quart baking dish coated with cooking spray. Sprinkle with breadcrumbs. Bake at 350° for 15 minutes or until bubbly.

Ratings & Reviews

Fantastic mac'n'cheese update!

July 27, 2015
I am so surprised to read how many people thought this recipe was bland and unremarkable. I have to wonder if it was the particular brand of smoked Gouda or parmesan. I used Trader Joe's brand gouda and a domestic parmesan from Whole Foods. I made it with baby spinach (all five cups).My adjustments were using 2% milk, and subbing panko crumbs (I agree that dealing with using and washing the food processor for one piece of bread is not worth it). I also mixed a little extra parmesan in with the panko on top.I loved this recipe and will make it again. and again. and again.

bschwarz's Review

October 22, 2013
This is very good. family loves it. I use panko instead dragging out the food processor to grind up one piece of bread. Otherwise followed it exactly. yummmy :)

beezer825's Review

October 03, 2013
I love cooking light recipes typically, however I am unsure of how this received 4 stars. It was blah, just tasted of noodles, no cheesy goodness. I will not be making this again. In defense of the recipe I did add too many noodles, however it was still not very flavorful. Too bad.

marsi1982's Review

February 27, 2013

ShellyV's Review

December 30, 2012
Thought this was fantastic! This is my new go-to macaroni and cheese recipe. My toddler wouldn't eat it...however, he won't eat any homemade macaroni cheese at this point.

jbcorcor's Review

September 15, 2012
I agree with other reviews that the Gouda doesn't really stand out. Next time I will probably reserve some cheese and sprinkle on top after baking.

mrisher's Review

August 19, 2012
Smoked gouda makes ordinary baked mac & cheese special! I modified the recipe by doubling the amount of both cheeses and halving the spinach. 5 cups of spinach would have been way too much.

jayseatee's Review

March 26, 2012
A friend and I made this recipe for a work Mac & Cheese competition and it won "Best Overall!" Based on other reviewers' suggestions, we used less spinach than a double batch called for and added prosciutto. It's a keeper!

LaurenCampen's Review

January 22, 2012

Bunster's Review

December 30, 2011
i've made quite a few CL macaroni and cheeses, so I combined them all in this recipe and had amazing results. I sauteed a leek with the butter, then added flour and taking a que from other recipes, added a little white wine, used 1% milk, and added in some shredded robusto cheese. Also think I had closer to 3/4 or 1 cup smoked gouda, and I also added two teaspoons of dijon mustard into the sauce. Topped with a mixture of my own breadcrumbs and panko with chives. It was *really* good. Believe it or not Whole Foods was out of spinach, so in stead I roasted brussel sprouts to eat with the cheese on the side. Very good!