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When I say ‘ultimate,’ I really mean it!  Regular mac and cheese can’t compare to this Ultimate Spinach and Artichoke Mac and Cheese!  The cheesiest, creamiest mac and cheese ever!

My mac and cheese brings all the boys to the yard… Well, it would if I had a yard!  Maybe it’ll bring them to my balcony?   No, wait, that’s creepy.  Never mind!  I will, however, boldly state that my recipe is the best!  It is the ultimate grown up version of the childhood classic.

For the past three years, since John.e and I started living together, I have heard on many occasion that he would like to have macaroni and cheese for dinner.  But, I refused to make it because, to be completely honest, I cannot stand the texture of macaroni noodles!  They tend to feel slimy and overcooked in my mouth.  

I blame it on a babysitter that my parents left us with when we were kids.  Okay, she wasn’t actually OUR babysitter, but she was babysitting our two friends, Matthew and Jonathan.  My parents had gone shopping with their parents and even though my brother and I were old enough to be left on our own, it was decided that we would spend the afternoon with our two friends and play Nintendo.

The babysitter was a nightmare of a woman; she did nothing but talk on the phone and chain smoke.  And as all little boys know, playing Nintendo is hard work, so we got really hungry really quickly!

She offered to make us Kraft Dinner.  Well, somehow she managed to serve us a bowl of chemically treated orange macaroni which was wet and slimy, yet still crunchy.  No matter how much ketchup I put in that bowl, I could not swallow that poor excuse for macaroni and cheese!

Fast forward a few years later, and, I will admit, I did eat Kraft Dinner occasionally.  My ex wife used to make a casserole with mushroom soup, cheese, and Kraft Dinner, and it was actually very good!  

All was good with the world until my ex wife’s sister, (I love you, Natasha!) prepared Kraft Dinner one day for lunch.  One bite was all it took and we all questioned what she did to make it taste like we were drinking from the Red Sea.  It was so damn salty!!!  And guess what!?  To me, it was still slimy!  

(We later learned that while she was salting the water, the lid fell off the salt shaker, and rather than change out the water, she used it anyway!)

My love… no, not love… acceptance(?) of Kraft Dinner died.  I never again ate it!  And, that, my friend, is where my distaste for macaroni and cheese came from – those two innocent episodes of grossness. 

Deciding to surprise John.e with mac and cheese when he came home from work, however, was how this recipe came to be, and my love of mac and cheese has been reborn.

I really wanted to develop a grown up version of this dish, because I had tried a little of the homemade stuff from time to time, but never acquired a taste for it.  It seemed that the only two ingredients in the stuff I ate was boiled macaroni and grated cheese, which was baked in the oven with a few bread crumbs sprinkled on top.  Now, if that’s how you like it, I won’t judge you.  Who am I kidding? Of course I will judge you!  But, I will reserve judgement until after you have tried this recipe and can tell me honestly that it’s not a million times better!

Photos Updated: January 27, 2018 (Ultimate Spinach and Artichoke Mac and Cheese can be baked in one large casserole dish, or in smaller, individual ramekins like you see in the photos.)

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5 from 1 vote

Ultimate Spinach and Artichoke Mac and Cheese

When I say ‘ultimate,’ I really mean it! Regular mac and cheese can’t compare to this Ultimate Spinach and Artichoke Mac and Cheese! The cheesiest, creamiest mac and cheese ever!
Course Main Course
Cuisine American
Prep Time 25 minutes
Cook Time 45 minutes
Total Time 1 hour 10 minutes
Servings 8
Calories 788kcal
Author Lord Byron's Kitchen


  • 1/4 cup butter
  • 450 grams macaroni, cooked
  • 6 cups old cheddar cheese, shredded
  • 4 cups milk
  • 3 tablespoons all-purpose flour
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 300 gram package frozen chopped spinach, thawed and very well drained
  • 2 14 ounce cans artichokes in water, drained and roughly chopped
  • 1 cup Panko bread crumbs


  • In a large sauce pan, melt the butter on medium heat. Add the salt and pepper and stir them into the sizzling butter. Next, add the flour and whisk until the flour is absorbed by the butter and the entire mixture turns an amber colour. This process is cooking off the flour taste and creating a roux.
  • Next, pour in the milk and whisk until thickened.
  • Set aside your whisk and get a large wooden spoon. Add 5 cups of the cheese, spinach, and artichokes. Stir until completely combined, and reduce the heat to a low simmer. Continue to stir otherwise the cheese mixture might burn while the pan is cooling.
  • Add the cooked macaroni and stir well into the cheese sauce. Once incorporated, transfer to a large baking dish.
  • Top with the remaining cup of cheese and the bread crumbs.
  • Bake at 350 degrees for 45 minutes.


Calories: 788kcal | Carbohydrates: 60g | Protein: 35g | Fat: 44g | Saturated Fat: 24g | Cholesterol: 116mg | Sodium: 1221mg | Potassium: 513mg | Fiber: 4g | Sugar: 9g | Vitamin A: 6190IU | Vitamin C: 13.9mg | Calcium: 836mg | Iron: 3mg


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This Post Has 26 Comments

  1. Hi Byron - This sounds delicious! I have to admit that plain old mac n cheese is one of my favourites, but I've never really mastered it. This sounds so fancy you could serve it when entertaining at lunch. Pinned!! By the way, I've been reading you since you joined the Canadian bloggers group on FB and am thoroughly enjoying your writing. Keep it coming!!
    1. Thanks for the lovely comments, Heather. It's great to hear that you're reading my posts. Cheers!
  2. My mom hated mac n cheese, homemade and kraft, growing up so I never ever got to eat it! Once I moved out, my husband began asking for homemade mac n cheese for dinner and I had no idea what to do since I had never had it! I actually am guilty of sprinkling shredded cheese over boiled noodles! Luckily, my cooking skills are much better now and I make a mean mac n cheese, my favorite is with roasted cauliflower! I love the idea of spinach and artichokes in it and am going to try this version soon!
    1. We can compare notes on making mac and cheese as adults. :) I thought it was a right of passage for college students, but I guess we both missed that day's lecture. :) Drop back and let me know how my spinach and artichoke version compares to the "sprinkling shredded cheese over boiled noodles" method. Cheers!
  3. I love spinach and artichoke and since I am not a fan of Mac and cheese myself, but for the love of these two veggies, I hope to be converted to be one of the likers after trying your recipe ? On a more serious note, great recipe and really enjoyed reading the story as well! Thanks very much for sharing!
  4. Haha, good move getting away from Kraft dinner! This looks 10 times more delicious. And you could consider it almost healthy if not eaten all day ;-) Love it!
  5. I completely agree about yucky Kraft macNcheese. I've made it time or two for grandkids and felt like NEVER again. That said my Grandma baked it from scratch like your is and I LOVED it. Your crunchy topping is a perfect foil to the noodles. It looks very yummy!
  6. I am trying this tonight! My son and his gf are coming home to attend our local production of "Two Heads are Better then One!" and I need to make dinner before hand. This is perfect. I am planning on a shrimp skewer alongside... wish me luck!
    1. Thanks for the comment, Lorry. Did your son and his girlfriend enjoy the dinner you prepared for them?
  7. I don't think you can compare the boxed version of mac and cheese to this ultimate recipe! This version of mac and cheese is definitely in a class of it's own! The flavours of spinach, artichoke and sharp cheddar blend very well together. Thanks for the recipe!

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