No problem eating greens with this creamed spinach mac and cheese! This dish is a dreamy, cheesy macaroni bake packed with tons of fresh baby spinach, offering the ultimate comfort food experience with a delicious, nutritious twist. It’s super comforting, incredibly flavorful, and a genius way to enjoy your vegetables.
Table of Contents
Why You Will Love This Recipe
This recipe is a masterful mash-up of two beloved comfort foods, creating something greater than the sum of its parts. The creamy, garlicky spinach sauce, enriched with a trio of luxurious cheeses, clings perfectly to every bite of pasta. It transforms a whole pound of fresh spinach into an irresistible, silky component that even picky eaters will adore. Topped with a crispy, crunchy finish, it’s a show-stopping side or satisfying main course that feels both indulgent and wholesome.
Ingredients
- 1 pound short-cut pasta (like cavatappi, elbow, or shells)
- 4 tablespoons unsalted butter
- 1 large sweet onion, diced
- 3 garlic cloves, minced
- Pinch of salt and pepper
- 4 tablespoons all-purpose flour
- ¼ teaspoon freshly ground nutmeg
- 12 ounces fresh baby spinach
- 2 ½ cups whole milk
- 12 ounces fontina cheese, freshly grated
- 6 ounces white cheddar cheese, freshly grated
- 2 ounces Parmesan cheese, freshly grated
- ½ cup crispy fried onions or breadcrumbs, for topping

Step-by-Step Instructions
- 1. Prep & Preheat: Preheat your oven to 350°F (175°C). Cook the pasta in a large pot of salted boiling water according to package directions until al dente. Drain and set aside. Toss the grated fontina, cheddar, and Parmesan cheeses together in a bowl.
- 2. Sauté Aromatics: In a large, oven-safe pot or Dutch oven, melt the butter over medium-low heat. Add the diced onion and minced garlic with a pinch of salt and pepper. Cook, stirring often, for about 5-7 minutes, until the onions are soft and translucent.
- 3. Make the Roux: Sprinkle the flour over the onion mixture and stir constantly to create a roux. Cook for 2-3 minutes until it turns a light golden color and smells slightly nutty.
- 4. Create the Cream Sauce: Very slowly pour in the milk while whisking constantly to avoid lumps. Continue to cook and whisk until the sauce thickens and comes to a gentle simmer. Stir in the freshly grated nutmeg.
- 5. Wilt the Spinach: Add the massive pile of fresh baby spinach to the pot. It will seem like too much, but stir continuously. The spinach will wilt dramatically within a few minutes. Cook until it’s fully softened and incorporated into the sauce.
- 6. Combine Cheese & Pasta: Remove the pot from the heat. Stir in almost all of the mixed grated cheeses, reserving a small handful for the top. Add the drained pasta and toss everything together until the pasta is evenly coated in the creamy, cheesy spinach sauce.
- 7. Top & Bake: Sprinkle the reserved cheese over the top, followed by the crispy onions or breadcrumbs. Transfer the pot to the preheated oven and bake for 30-35 minutes, until the top is golden brown and the cheese is bubbly.
- 8. Serve: Let it cool for 5-10 minutes before serving. This allows the sauce to thicken slightly for perfect scooping.
Expert Tips / Pro Tips
- Freshly Grate Your Cheese: Pre-shredded cheese contains anti-caking agents that can make your sauce grainy. For the smoothest, creamiest melt, always grate your cheese from a block.
- Don’t Overcook the Pasta: Cook the pasta just to al dente. It will continue to cook and absorb sauce in the oven, preventing it from becoming mushy.
- Use an Oven-Safe Pot: Making the sauce and baking in the same Dutch oven saves on dishes and ensures even heating.
- Taste for Seasoning: Before adding the pasta, taste your spinach sauce and adjust the salt and pepper as needed. The cheese will add saltiness, so season the base well.
Variations & Substitutions
- Pasta: Any short, sturdy pasta works great. Try cavatappi, rigatoni, penne, or medium shells.
- Cheese: Can’t find fontina? Substitute with Gruyère, Gouda, or more white cheddar. For a sharper bite, use all aged cheddar.
- Greens: Swap half the spinach for chopped kale (remove tough stems) or Swiss chard.
- Protein: Add 2 cups of diced cooked ham, chicken, or crispy bacon for a heartier main dish.
- Topping: Use panko breadcrumbs tossed with melted butter, crushed Ritz crackers, or even crushed pretzels instead of fried onions.
Serving Suggestions
Serve this mac and cheese as a magnificent main dish with a simple side salad dressed with a bright vinaigrette to cut through the richness. As a side dish, it pairs beautifully with roasted chicken, baked ham, meatloaf, or seared steak. It’s also the ultimate potluck or holiday table showstopper.
Storage, Freezing & Reheating
- Storage: Cool completely and store in an airtight container in the refrigerator for up to 4 days.
- Freezing: Assemble and bake as directed. Let cool completely, then portion into freezer-safe containers. Freeze for up to 2 months. Thaw in the fridge overnight before reheating.
- Reheating: Reheat individual portions in the microwave with a splash of milk. For larger amounts, reheat in a covered baking dish at 350°F for 20-25 minutes, or until hot throughout. Add a foil cover if the top is browning too quickly.
Nutrition Information
Per serving (1 of 8), estimated.
- Calories: ~580 kcal
- Carbohydrates: 55g
- Protein: 28g
- Fat: 28g
- Saturated Fat: 16g
- Cholesterol: 85mg
- Sodium: 650mg
- Fiber: 4g
- Sugar: 8g
Note: Nutrition is an estimate. Values will vary based on specific ingredients and brands used.

Creamed Spinach Mac and Cheese
Ingredients
Equipment
Method
- Preheat the oven to 350°F. Cook the pasta in salted boiling water until al dente. Drain and set aside.1 lb short-cut pasta
- In a large oven-safe pot, melt the butter over medium-low heat. Add the onion and garlic with a pinch of salt and pepper. Cook until softened, about 5-7 minutes.4 Tbsp unsalted butter, 1 sweet onion, 3 cloves garlic, salt and pepper
- Sprinkle the flour over the onions to make a roux. Cook for 2-3 minutes, stirring, until golden and nutty.4 Tbsp all-purpose flour
- Slowly stream in the milk while whisking constantly until the sauce thickens. Stir in the nutmeg.2 1/2 cups whole milk, 1/4 tsp freshly ground nutmeg
- Add all the fresh spinach and stir until it completely wilts and softens into the sauce.12 oz fresh baby spinach
- Remove from heat. Stir in almost all of the mixed grated cheeses (reserve some for topping), then add the cooked pasta and toss to combine.12 oz fontina cheese, 6 oz white cheddar cheese, 2 oz parmesan cheese, 1 lb short-cut pasta
- Sprinkle the top with the reserved cheese and the crispy onions. Bake for 30-35 minutes until golden and bubbly. Let cool for 5-10 minutes before serving.1/2 cup crispy fried onions or breadcrumbs
Notes
FAQ
Can I use frozen spinach instead of fresh?
Yes. Use two 10-ounce packages of frozen chopped spinach, completely thawed and squeezed very dry in a clean kitchen towel to remove all excess moisture. Add it to the sauce after the milk has thickened.
My sauce seems too thick. What can I do?
The pasta will absorb sauce as it bakes. If it seems too thick before adding the pasta, simply whisk in a little extra milk, ¼ cup at a time, until it reaches your desired consistency.
Can I make this vegetarian?
This recipe is naturally vegetarian. Ensure your cheeses are made with vegetarian rennet if that is a concern.
I don’t have an oven-safe pot. How can I bake this?
No problem. After combining everything in your regular pot, transfer the mixture to a greased 9×13-inch baking dish. Top with cheese and crispy onions, then bake as directed.