Company-Worthy Mac and Cheese Recipe - Sally's Baking Addiction (2024)

If you’re searching for a creamy macaroni and cheese recipe that satisfies and impresses, look no further. There are many ways to make homemade mac and cheese and this is my favorite. It’s extra cheesy with a little bacon and garlicky spinach for flavor.

Company-Worthy Mac and Cheese Recipe - Sally's Baking Addiction (1)

It was a bone-chilling winter. I can’t believe I’m starting this post talking about THE WEATHER, but the frigid temperatures definitely inspired this dinner. On a cold night where nothing sounded appealing except for cheesy covered noodles, I made the best homemade macaroni and cheese. And this is coming from someone who doesn’t even really like pasta.

(Yes, we do exist!)

But somehow bacon and cheese sauce fixes everything. Lololol

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Why You’ll Love This Mac & Cheese Recipe

I call this company-worthy macaroni and cheese. It’s the kind of dressed up macaroni and cheese recipe that satisfies AND impresses everyone at the table. After falling in love the first time, I made this recipe again when our friends came over for dinner. Every single one asked me for the recipe. Every single one. Here’s why:

  • Homemade 3 cheese sauce
  • Sauce to noodle ratio (extra saucy!)
  • A small handful of sautéed garlic spinach
  • Crispy bacon
  • Crunchy breadcrumbs

If you need a fancied-up, yet totally approachable dinner… make this macaroni and cheese.

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How to Make Homemade Mac and Cheese

Have you ever made macaroni and cheese from scratch before? I shared a recipe for baked mac and cheese in 2017, then realized that it’s OK to go heavier on the creamy factor. I started with that recipe, changed its tune a bit, and this cheesy masterpiece was born. Let me teach you how to make it.

  1. Cook the extras: Cook & chop the bacon, then sauté the spinach with a little garlic. You can cook both ahead of time if needed.
  2. Cook the noodles: Cook the noodles until tender, drain, then toss with a little butter to prevent them from sticking together.
  3. Begin the cheese sauce on the stove: Like all great recipes, homemade macaroni and cheese begins with butter. Melt butter on the stove, then add flour. The flour soaks up the butter, see left photo below. We’re making a “roux.” Roux is typically the base of gravies, soups, and my nacho cheese sauce.
  4. Add milk, half-and-half, & cheese: Whisk in milk and half-and-half, then bring to a simmer. The sauce will begin to thicken. Add the cheese.
  5. Pour cheese sauce over noodles: Stir the cheese sauce and noodles together, then add bacon and sautéed spinach. If you didn’t think mac & cheese could get any better, add bacon and garlicky spinach.
  6. Optional: You can serve right away or bake in a big casserole dish with some breadcrumbs and shredded parmesan cheese sprinkled on top.

Making the cheese sauce:

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Overview: Macaroni and Cheese Sauce Ingredients

  1. Butter
  2. Flour
  3. Milk
  4. Half-and-half
  5. Salt
  6. Ground Mustard
  7. Shredded Cheese

Use a mix of whole milk and half-and-half. Using all whole milk creates a thinner cheese sauce. Heavy cream creates a thick-as-a-brick cheese sauce. Using a combination of whole milk and half-and-half creates the perfect sauce consistency.

How about the ground mustard? Your macaroni & cheese will NOT taste like mustard. Ground mustard is a traditional ingredient in most mac and cheese recipes because it adds a sharp kick and depth of flavor. That’s the same reason I use it in this and ham and potato casserole.

What Cheese Do I Use?

For truly remarkable macaroni and cheese, use a combination of cheeses. I recommend white cheddar, regular sharp cheddar, and a fun cheese like smoked gouda or Gruyere. Grate it at home so it’s soft and fresh. (I love this particular cheese grater!)

We’re reaching Stouffer’s macaroni and cheese level:

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You have options with this recipe. You can prepare it as stovetop macaroni and cheese or baked macaroni and cheese. It’s ready to serve right after you stir the sauce and noodles together. Or you can spoon it into a casserole dish, top with breadcrumbs and parm cheese and bake. Breadcrumbs add a lovely crisp on top!

This recipe yields a big casserole, so it’s wonderful for potlucks and other large gatherings. Feel free to halve the recipe for a smaller crowd or freeze leftovers for later.

How to Freeze Homemade Mac and Cheese

You can freeze the prepared mac and cheese for another day. To freeze, cool macaroni and cheese completely, transfer to a freezer-friendly dish or container, cover tightly, then freeze up to 3 months. Thaw for 24 hours in the refrigerator. Storing options for freezer:

  1. Pyrex glass dish with lid– can go right into the oven to bake.
  2. Disposable foil dish with lid– can go right into the oven to bake.

How to reheat frozen macaroni and cheese: Thaw in the refrigerator, then cover with aluminum foil and bake at 350°F (177°C) for about 45 minutes or until warm throughout. Or skip thawing and bake frozen for 1 hour and 15 minutes, or until warm throughout.

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Why is My Macaroni & Cheese Grainy?

Let me help you prevent grainy macaroni and cheese.

  • Whisk the butter and flour together vigorously. Make sure the two are completely combined and form a thick, smooth paste.
  • The cheese was over-cooked. Remove from heat as soon as the cheese melts.
  • Heat was too high when cooking the roux. Some stoves are simply hotter than others. Slightly lower the heat next time.
  • Do not use pre-shredded cheese. Make sure you are shredding cheese right off the block. It’s extra moist and melts easier. Use fresh, unopened cheese.
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While my other recipe is great, you’ll adore this creamier fancied-up version. White cheddar makes a truly decadent mac and cheese. I love using it in my creamy butternut squash mac and cheese, too. (Which you must try next!)


Company-Worthy Mac and Cheese Recipe - Sally's Baking Addiction (9)

Company-Worthy Mac and Cheese

5 Stars4 Stars3 Stars2 Stars1 Star4.8 from 24 reviews

  • Author: Sally
  • Prep Time: 15 minutes
  • Cook Time: 35 minutes
  • Total Time: 1 hour
  • Yield: 8 servings
  • Category: Dinner
  • Method: Cook
  • Cuisine: American
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This is my fancied-up version of creamy macaroni and cheese. Feel free to skip the bacon and spinach (steps 1 and 2) for a quicker mac and cheese recipe. Baking is optional, but the baked breadcrumb and parmesan topping add a wonderful crisp and flavor.


  • 12 slices uncooked bacon
  • 1 teaspoon minced garlic
  • 3 cups (90g) fresh spinach (optional; see note)
  • 1 pound dry elbow pasta
  • 1/2 cup (8 Tbsp; 113g) unsalted butter, divided
  • 1/4 cup (31g) all-purpose flour
  • 3 cups (720ml) whole milk
  • 1 cup (240ml) half-and-half (or more whole milk)
  • 1/2 teaspoon salt
  • 1/2 teaspoon ground mustard
  • 5 cups (560g) shredded cheese (I recommend 3 cups sharp white cheddar, 1 cup regular sharp cheddar, and 1 cup gouda)
  • optional: 1/2 cup (45g) breadcrumbs, such as Panko
  • optional: 1/2 cup (40g) shredded parmesan cheese
  • optional: chopped fresh parsley for garnish


  1. Cook bacon according to package directions. Chop into small pieces. You’ll have about 3/4 cup.
  2. Sauté spinach with garlic. See note. You can skip the spinach if desired.
  3. Cook the pasta until al dente, about 1 minute less than the package cook time. Drain the cooked pasta, pour into a large bowl and stir in 2 Tablespoons of butter. Set pasta aside.
  4. In a large saucepan, melt remaining 6 Tablespoons of butter over medium heat. Once melted, whisk in the flour to form a thick paste. Cook and whisk the paste for 1 minute, then slowly whisk in the milk, half-and-half, salt, and ground mustard. Bring to a simmer, then whisk in the cheese until smooth. Remove from heat.
  5. Pour the sauce over the buttered pasta, then stir in the bacon and spinach. Serve right away with a sprinkle of fresh parsley or continue with the recipe to bake.
  6. To bake: Preheat oven to 400°F (204°C). Spread macaroni & cheese into a greased 9×13 inch baking dish. Top with breadcrumbs and parmesan cheese. Cover with aluminum foil and bake for 10 minutes. Remove foil and bake for 10 more minutes.
  7. Remove from the oven and cool for 10 minutes. Garnish with fresh parsley, if desired, before serving. Leftovers get pretty thick in the refrigerator as the noodles soak up the sauce, but warming them up in the microwave thins out the sauce again.


  1. Make Ahead & Freezing Instructions: To freeze, prepare the macaroni and cheese through step 4. Pour sauce over pasta, then stir in the bacon and sautéed spinach, if using. Spoon into a greased 9×13 inch freezer-friendly dish. (Save breadcrumbs and parmesan cheese for right before baking.) Cover tightly and freeze up to 3 months. Thaw for 24 hours in the refrigerator, then top with breadcrumbs and parmesan cheese (if desired), cover with aluminum foil and bake at 350°F (177°C) for about 45 minutes or until warm throughout. Or skip thawing and bake frozen for 1 hour and 15 minutes, or until warm throughout.
  2. Special Tools (affiliate links): 9×13-inch Baking Pan | Box Grater | Large Saucepan or Dutch Oven | Whisk
  3. Sautéed Spinach: You can skip the spinach if desired. Or replace with sautéed kale or steamed broccoli. To sauté, add 1 teaspoon minced garlic and 3 cups fresh spinach or kale to a greased skillet. (You can use a drizzle of olive oil or some bacon grease if you just cooked the bacon.) Cook on medium heat until wilted, about 3-4 minutes. You’ll have around 1/2 cup.
  4. Milk & Half-and-half: This blend of whole milk & half-and-half is strongly recommended for creamiest most delicious sauce. I find heavy cream to be too thick for this recipe. For a less rich sauce, you can use all whole milk. If needed, you can use a lower fat or nondairy milk. Keep in mind that the sauce won’t be as thick.
  5. Cheese: Use a mix of freshly grated cheeses for best flavor. Grate it off the block. Pre-shredded cheese is typically a little drier.
Company-Worthy Mac and Cheese Recipe - Sally's Baking Addiction (2024)
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