This meal was most definitely a happy accident.  It was prompted by various items in my fridge and pantry that needed to be used up – the partial box of pasta, the bag of spinach, mushrooms that hadn’t been used for their intended purpose.  And of course, a package of bacon courtesy of the Carnivore Club rewards at our local butcher shop.  Mac and cheese lends itself well to lots of mix-ins, so the combination of spinach, bacon and mushroom in a new type of mac and cheese sounded good to me.  When I mentioned the idea to Ben it was met with much excitement.

What surprised both of us was how much I loved this dinner.  Up until now I have never been much of a bacon lover, but this meal was a turning point for me.  I used some of the bacon grease to help make the roux for the cheese sauce and some to cook the mushrooms, and it infused the bacon flavor throughout the whole dish.  It was awesome. I used a mixture of Fontina and white cheddar because that is what I had on hand, but I think this would also be great with a bit of Parmesan or maybe a dollop of cream cheese.  If you have a bacon lover in your life, definitely make this dish for them.  I’m confident that they will enjoy it!

*Quick housekeeping note – The winner of the Big Bowl of Love giveaway from last week is Jessica who said, “When I’m checking out a cookbook, I look for the whole package. I love great photos to really catch my attention and interesting recipes that don’t sound overwhelming. And, just like you, I won’t buy a cookbook unless I’m sure I’ll actually make more than half of the recipes in it… no sense in having a cookbook that I use for only one or two recipes!”  Well said, Jessica.  Enjoy your new cookbook!


12 oz. pasta shapes (I used orchiette)
5-6 oz. bacon, chopped
8 oz. baby bella mushrooms, sliced
2 tbsp. unsalted butter
¼ cup flour
2 cloves garlic, minced
2½ cups milk (low fat or whole milk)
¼ tsp. salt
¼ tsp. red pepper flakes
Freshly ground black pepper, to taste
Pinch cayenne pepper
4 oz. Fontina cheese, grated
4 oz. white cheddar cheese, grated
3 cups fresh baby spinach leaves, chopped


  • 01

    Preheat the oven to 400˚ F.  Bring a large pot of water to boil.  Once boiling, cook the pasta according to package directions until just shy of al dente.  Drain well and set aside.

  • 02

    Meanwhile, cook the bacon in a large skillet or sauté pan over medium heat until crispy.  Transfer to a paper-towel lined plate with a slotted spoon.  (If desired, set aside 2 or 3 tablespoons of the cooked bacon for topping the baked mac and cheese.)  Reserve 2 tablespoons of the bacon grease.  Return the pan to the heat and add the mushrooms.  Cook, stirring occasionally, until tender and most of the liquid has evaporated, about 5-7 minutes.  Remove from the heat.

  • 03

    To make the cheese sauce, add the reserved bacon grease to a medium saucepan with the butter.  (If there was not enough bacon grease to make 2 tablespoons, replace the missing amount by adding an equal amount of butter.)  Heat over medium-high heat until the butter is completely melted.  Whisk in the flour and garlic and cook, stirring constantly, until the mixture is golden and fragrant but not burned, 1-2 minutes.  Whisk in the milk.  Cook the mixture, stirring frequently, until it begins to bubble and thicken.  Whisk in the salt, red pepper flakes, pepper, and cayenne pepper.  Remove the pan from the heat and whisk in the Fontina and white cheddar until completely melted and smooth.  (If necessary, you can return the pan to low heat to melt the cheeses.)  Return the drained pasta to the pot.  Mix in the cooked bacon and mushrooms, the cheese sauce and the chopped spinach.  Stir everything together gently until well combined.  Spread the mixture into a lightly greased 2-quart casserole dish.  Bake for 15-2o minutes or until the top is light golden and the cheese is bubbling.  Serve warm and top with reserved cooked bacon pieces, if desired.

  • OH man, we really like bacon around here. It goes on lots and lots of dishes. We use it like a garnish and I know that if I put it on something I am guaranteed that my kids will take at least a few bites.

  • We really like bacon around here. I know that if it’s topped on a dish, my kids will at least take a few bites.

  • Meals made up of odds and ends can sometimes be the best, this definitely looks like a win!

  • That pasta dish must be succulent! I’m drooling…



  • I love the use of leftovers from the fridge. It’s very grownup. Thanks.

  • You had me at “bacon”!!

  • I’ve never been a huge fan of plain bacon either… but lately I’be been enjoying using it as a flavoring agent in a variety of meals. This mac & cheese sounds fantastic, and as soon as the temperature and humidity drop a bit, I will be making it!

  • oh my gosh! this looks awesome!!!

  • I do love happy little accidents, especially when they involve both cheese and bacon! I like the crisp texture the bacon lends to mac and cheese. I’ll def. be trying this one!

  • Bacon lover is definitely what I am!

  • Can’t wait to try this one!

  • Alexa

    This is almost identical to a dish served locally here in Florida. The only difference is they add black truffle oil (which is A-M-A-Z-I-N-G!). I like the spinach in yours. I can’t wait to try it!

  • Mac and Cheese, plus bacon!? Be still my heart. :) This looks fabulous.

  • devon

    will be making this tonight! about how many servings does this make? i notice a lot of your recipes don’t note servings per dish and i was curious. thanks!

  • You had me at the word bacon …

    It surprises me that so many people said they don’t care for bacon — but if that’s the way they feel, they should ship their excess bacon to me. I’ll put it to good use, probably in your mac and cheese dish.

    I’m looking forward to trying your recipe. Some mac and cheese gets oily, while some becomes too dry or crumbly. It seems you’ve struck a good balance of cheese and pasta.

  • Annie

    I don’t list number of servings because everyone’s definition of a serving is so different. I think the best way to know is to read the ingredients and estimate based on who you are feeding.

  • This sounds amazing Annie. We are bacon lovers and I’m sure we’d love this dish. :)

  • My sweetie is going to go crazy when I show him this recipe!! I can’t wait to give it a go.. I had to come over here and check this out almost immediately because I love mac and cheese AND bacon!!

  • That looks so good and what a great creation.

  • Leslie

    I’m drooling! Do you think kale or arugula would work as a sub for the spinach?

  • I like bacon, but I could take it or leave it. My husband on the other hand…. I’ll be making this dish sometime soon for sure. :-)

  • Annie

    I would think arugula should be okay. I’m not personally a fan of it, but it is similar enough to spinach to work.

  • This looks off the charts Ah-mazing!

  • Oh yes, I’m a big fan of bacon in my mac and cheese! And mushrooms are a favorite in this household, too. I’ll definitely have to give this one a try.

  • Jenn B

    Do you read minds…? I have been looking for a good white cheddar mac and cheese recipe and this one is right up my alley. I love the flavor combination of spinach, mushrooms, and bacon. This is sure to be a hit in my house! Thank you for being so creative with cooking and sharing your experiments… this ‘accident’ makes me very very happy!!

  • Annie

    I knew you would love this one, Elly!

  • This looks great! I’ve never made mac and cheese with bacon, but this might be a good time to start.

  • Nichole

    Annie, I just want to say thanks for such a great blog! Each evening I look forward to checking out your latest cooking adventure. I can only imagine how busy you are! I want to say thank you from the bottom of my heart. Keep it up lady!

  • Oh my gosh! I read the title of this post and gasped. I can’t wait to make this! My husband is a true bacon afficionado and will drool when he sees this!

  • Awesome dinner idea. Yum!

  • My boyfriend will be crazy about this plate! It looks really good, the bacon and spinach is such a great combination!

  • Wow! My hubby loves bacon and definitely would appreciate this mac and cheese. Will have to give it a try!

  • This looks so good-I’m definitely trying this soon!

  • I don’t know how you could go wrong with combining these ingredients – looks like perfect comfort food!

  • I love meals that let you clean out the pantry! My husband is a bacon obsessive, so I will be trying this on him!

  • This recipe just got added to my “to-do” list!! Looks fabulous.

  • My family would LOVE this mac and cheese – we’re a little crazy about bacon in this house :)

  • Brooke

    This was AMAZING! Definetly worth it, and very easy to make!

  • Oh my goodness, there should be a huge disclaimer on your website for pregnant women. It’s now 9am and I have a very strong and sudden craving for pasta with bacon in it!

  • Thank you once again for choosing me! I can’t wait to get my package in the mail and to start trying new recipes from it! :)

  • Annie

    You are welcome! I just shipped it yesterday so you should get it in about a week, I think :)

  • Wow, this looks awesome, mmmmmmm!

  • Liliana


    I made this last night and it was delicious. My husband LOVES bacon so he was overjoyed to find bacon in this recipe. My fussy 4 year old eater also ate his dinner without any fuss. THANK YOU!

  • Annie

    So happy to hear it was a hit!

  • Annie, this recipe was DELICIOUS!!! I made it last night for dinner, and it was a hit!

    Could you share a recipe for pad thai sometime? Thanks! :)

  • Oh dear lord that looks like the single great mac and cheese dish ever created!!!! I must try that. Can’t wait to poke around your site some more. Thanks for the inspiration, I can’t wait to come back!

    Lots of yummy love,
    Alex aka Ma What’s For Dinner

  • We are having this for dinner tonight! I’m so excited to try it!

  • This has all the ingredients that the hubby and munchkin love! Your post made my five to try list for the week; hope you have a happy Friday!

  • Kati

    These paintings and prints are amazing and I can envision several of them on my dinig room walls. What great talent she has (and you, as the author of the original creations)! While they are all beautiful, the painting of the Black Tie Cupcakes is one of my favorites.

  • Annie, I received my book in mail this weekend! I spent yesterday evening bookmarking all of the recipes I want to try, and I can’t wait to try some of them out! Thanks again!

  • Annie

    Awesome, glad to hear it! I just made something else from it last week and it was fantastic.

  • Kate S.

    I made this last night and it was excellent–really, really good.

    I had to adapt it just a bit, since my husband doesn’t eat cheese, I cooked the pasta all the way through, seasoned the bacon and mushrooms, rather than the sauce, and wilted the spinach with a tiny bit of bacon grease as a last step. That way I was able to skip mixing the sauce with the mushrooms, spinach and bacon and serve them to my husband over pasta.

    For myself, I added the cheese sauce on top and then tossed. It was so delicious, I can’t imagine it coming out any better if I had been able to mix and then bake!

    Tonight, we’re trying your hot dog buns for the first time. My, how I love your blog!

  • Briana C.

    Whipped this up around midnight for me and my boyfriend and it was delicious! Thank you so much for this amazing recipe! I subbed the Fontina for Parmesan and used delicious applewood smoked bacon from Trader Joe’s! Yum! :)

  • Gail

    If I can’t find baby bella mushrooms around where I live… (all I can find are white button, crimini, portabella, and shitaki)…. do you know how (or where I can go to look up) to substitute? I want to make this as close to your recipe the first time, and I’ve found everything else… but no such luck on the mushrooms :( Do you know if any of these would still be ok in your recipe? Thanks for any input you might have, and sorry to bother!

  • Annie

    Baby bella and cremini are the same thing.

  • Melissa

    I made this for dinner tonight. It was a hit! The best homemade macaroni & cheese recipe i have found, I will be making this one again!

  • Melinda

    Made this tonight, and it was amazing! Thank you for sharing the recipe.

  • Tara

    I just made this and your thick and chewy chocolate chip cookies today both very yummy! My husband was very happy:). Thankyou!

  • Felicia

    Annie.. OMG.. Best grown up Mac and cheese ever. Loved it soo much I’m making it again, thinking of adding chicken in it next time. This was a great accident!

  • Annie

    So glad you enjoyed it!

  • This was sooooo good! Made it with side of asparagus and grilled some chicken :-)

  • Talaye

    LOVE this Mac n cheese! My son ( age 3) calls this special Mac n cheese and requests this whenever a friend is coming over. Annie, I love your blog! You have truly changed the way my family eats. I have made over 30 of your recipes, and bookmarked many more to try! Thanks so much! Before I found your blog everyday was a struggle to figure out meals, I was bored with the same old stuff! Now my menu is planned at the beginning of each month and I’m happy to say, I have not cooked from a box in four months! Thanks!

  • Mary

    Hi Annie – I have left over gouda and Gruyere cheese that need to be used. Can I substitute these cheeses in for the Fontina and white cheddar. I’m very much a “rule follower” and have a hard time straying from a recipe! Thanks!

  • Kristin

    Whoa….I’m not the biggest fan of bacon, and this totally surpassed my expectations. Absolutely amazing!

  • Jessica

    This was amazing! The little bit of heat is perfect for a fall night. Yum!

  • wow i am making this tonight!

  • Hi Annie! I just wanted to thank you for this one — my husband and I made it last night for a couple of friends and it was a HUGE hit. This one will be made again and again; it’s going in the permanent recipe file! :)