Ingredients
– 1 pound elbow macaroni
– Salt, for pasta water
– 3 tablespoons unsalted butter
– 1 small onion, finely chopped
– 2 cloves garlic, minced
– 3 tablespoons all-purpose flour
– 2 cups whole milk
– 1 cup heavy cream
– 1/2 teaspoon ground nutmeg
– Freshly ground black pepper, to taste
– 1 (10-ounce) package frozen chopped spinach, thawed and drained
– 4 cups shredded sharp cheddar cheese
– 1 cup grated Parmesan cheese
– 1 teaspoon mustard powder (optional)
– 1/2 cup panko breadcrumbs (optional)
Directions
1. Preheat your oven to 375°F (190°C) and butter a 9×13 inch baking dish. Set aside.
2. Bring a large pot of salted water to a boil. Add the elbow macaroni and cook according to package instructions for al dente. Drain and set aside.
3. In the same pot over medium heat, melt the butter. Add the chopped onion and sauté until translucent, about 2-3 minutes. Add the minced garlic and cook for an additional minute until fragrant, being careful not to burn.
4. Stir in the flour to create a roux, cooking for 1-2 minutes until it turns a light golden color. Gradually whisk in the milk and heavy cream, making sure there are no lumps. Continue to cook and stir until the sauce thickens enough to coat the back of a spoon.
5. Lower the heat and fold in the nutmeg, black pepper, thawed and drained spinach, and the mustard powder if using. Allow the mixture to simmer gently for 2 minutes, allowing the flavors to meld.
6. Remove the pot from the heat and stir in 3 cups of the shredded cheddar and all of the Parmesan until the cheese is melted and the sauce is smooth.
7. Add the cooked macaroni to the cheese sauce, gently stirring to combine. Pour the mixture into the prepared baking dish.
8. In a small bowl, mix together the panko breadcrumbs with the remaining 1 cup of cheddar cheese, and sprinkle this over the macaroni mixture.
9. Bake in the preheated oven for 20-25 minutes, or until the top is golden brown and bubbly.
10. Let it rest for 5 minutes before serving to allow the sauce to set slightly. Enjoy your Creamed Spinach Mac & Cheese with your choice of sides.
**Variations & Tips
**
– For those looking to add a little bit more substance to their dish, consider tossing in some diced, cooked chicken or crispy bacon bits before baking.
– Gluten-free guests? Swap out the regular pasta and flour for your favorite gluten-free alternatives.
– Not a fan of strong cheeses? Feel free to use milder cheese varieties like Monterey Jack or Gouda. The beauty of mac and cheese is its versatility.
– If you’re looking for a bit of a crunch, consider adding a layer of crushed garlic croutons on top in lieu of panko breadcrumbs.
– To ensure a smooth sauce, always grate your cheese from a block rather than purchasing pre-shredded cheese, which is coated in anti-caking agents that can hinder its meltability.

With these tips and variations, I encourage you to make this Creamed Spinach Mac & Cheese your own. Delve into the dish that pairs comfort with a touch of sophistication – your taste buds and your body will thank you.