Fancy Macaroni & Cheese

Nearly everyone has a love story with macaroni and cheese, don’t they?
Fancy Macaroni and Cheese with Spinach and Bacon

My health – conscious parents rarely made it and I was always thrilled when we had babysitters or when I was visiting friends. Before I met Grant I didn’t realize that many kids grew up eating homemade mac and cheese as a side dish or – gasp – as a meal itself on occasion. Grant’s mom makes wonderful macaroni and cheese, the classic kind with a combination of cheeses and Velveeta and bread crumbs on the top. Velveeta still weirds me out a bit but once I tried it any doubts of processed cheese products fizzled into creamy pasta heaven.

Fancy Macaroni and Cheese with Spinach and Bacon

Since moving out on my own I’ve made homemade macaroni and cheese numerous times. It’s practically foolproof and by loosely using a few recipes and blending them together I’m practically always thrilled with the results. At work a few days ago I came upon this unbelievable craving for this cheesy treat and whipped up one of my best creations yet – it was an adult version of this childhood favorite with fontina cheese, bits of bacon and spinach topped with crispy bread crumbs and lots of spices. I was melting in happiness eating it – comfort food just doesn’t get any better than this.

Fancy Macaroni and Cheese with Spinach and Bacon
Fancy Macaroni and Cheese with Spinach and Bacon


  • 1 lb elbow macaroni or other small pasta;
  • 8 oz bacon;
  • 5 tbsp butter;
  • 2/3 cup flour;
  • 3 cups milk (I used 2%);
  • 8 ounces marscapone cheese;
  • 8 ounces fontina, grated;
  • 3 ounces Parmesan, grated;
  • ½ tsp nutmeg;
  • 1 tsp cayenne pepper;
  • 1 tsp fresh black pepper;
  • 1 tsp salt, or to taste;
  • 2 cups fresh spinach, chopped;
  • 4-5 slices stale bread (makes about 2-3 cups bread crumbs).

Recipe Directions

  1. Cook pasta according to package directions until al dente – don’t overcook it, as it will finish off in the oven later!
  2. Meanwhile, cook bacon until crispy. Drain and allow to cool, then chop into small pieces. Set aside.
  3. Melt the butter in a large pot or dutch oven over medium heat. Stir in the flour and cook until golden, then add milk and stir until it reaches a low boil. Add marscapone cheese and all spices, stirring until well blended. Bring back to a low boil, then stir in pasta, spinach and bacon.
  4. Toast stale/day old bread for 5 minutes, then cut into small cubes. Sprinkle over top of pasta mixture and bake for 20 minutes at 350 degrees. Allow to cool for 10 minutes and enjoy!

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