Recipe // Spinach & Artichoke Macaroni and Cheese


“At this point I should tell you that we actually call this ‘Crack N’ Cheese’ because it is so good we eat nothing else except for this until it is gone.”

I have a confession to make. I don’t like mac and cheese. I know. It’s blasphemous. I like pasta. I like nacho cheese. I like pasta salad and I like queso. But I don’t like mac and cheese.

The other day I found this recipe for Spinach and Artichoke Dip Mac n Cheese and I jokingly sent it to Foots with the caption “This might be the only way you get me to eat Mac n Cheese.” And he said – less jokingly – “Great. Let’s make it.”

So we make it. And at this point I should tell you that we now call this “Crack N’ Cheese” because it is so good we eat nothing else except for this until it is gone. If you make this, it will be the only way you ever make mac and cheese ever again.


Recipe // Gubs’ Start of Spring Soup

Warning: I am not a professional chef. I do not use exact measurements. I provide guidelines. Season everything to your own taste. Leave out what you don’t want to eat. Add what you enjoy. Take your time. Make with care. Assemble. Prep. Cook!

Makes: 4-6 dinner sized portions, depending on how much you like it. (Sometimes it lasts two days in our houses, sometimes 3. We never know!)
Time: 15 mins of prep, 30 very quick minutes of cooking
Survives: 3 days in fridge
Bang for your Buck:  $$ // The most expensive part is the cheese! But if you buy smart, this can be a cheap, filling, decadent meal!  

// Ingredients

– 2 shallots
 4 cloves of garlic.
 1 jar of artichokes in oil. You can get whatever flavor you want – plain, roasted, spicy! // The original recipe calls for frozen artichokes. They might be easier to work with, but we found them a lot less flavorful than the jarred and marinaded ones.
– 1 cup of Vermont Sharp White Cheddar 
– 1 cup of block mozzarella // You will end up shredding both of these, but don’t by shredded cheese. It is more expensive and goes bad more quickly. Do yourself a favor. Buy the block. Then you can make cheese and crackers while you cook. 
– 1 packet or bunch of spinach of your choice.
– unsalted butter
macaroni, 1 box
– all purpose flour
cream cheese
– panko
– household seasonings 
(salt, pepper, everyday seasoning, butter)

// Method

1 // Prep that mise en place

– Get yourself ready. Once the cooking starts, everything is very hands on and very fast. So if you do all your prep now, you won’t have to worry about overcooking pasta or burning cheese. Take a deep breath. Kiss your cat. Start your cook.
– Finely chop 2 shallots.
– Finely chop garlic.
Take out your artichokes. Drain some of the oil from them. // You can keep some, that’s there the flavor is, but you don’t want them dripping.
– Cut the artichokes into your desired size – depending on how you want them in the cheese. // We have done whole (that’s a little too much) and then slightly smaller (could probably have been even smaller than that). Do it however you like your dip. 
– Shred the Vermont Sharp Cheddar. Do the same with the mozzarella.
– Wash and dry your spinach. Chop it into ribbons – shreds. Your preference.
– Preheat the broiler.

2 // The mac

– In a large pot, cook the macaroni according to the instructions.
– Drain the pasta, reserving 1 cup of pasta water, and set aside both the pasta water and pasta.
– Steal a couple of noodles as a snack.

3 // The cheese

– The cooking is about to begin. Get ready.
– In that same pot, add a 3 tablespoons of butter. Crack to medium heat and stir until melted.
– Once melted, add the shallots, and cook – while stirring – for 5 minutes, until they have gone soft.
– Add garlic. Cook, stirring, for another 2 minutes.
– Add 3 tablespoons of flour. Cook, whisking constantly and quickly, until the flour cooks through – about 2 minutes. // Your flour might clump up. That’s fine. Keep stirring it around the pot.
– Pour in 1/2 cup of half-and-half and 3/4 cup of of the pasta water from before. Whisk constantly for 5 minutes, or until thickened.
– Add in the cheese (both kinds) fistful by fistful, and whisk, making sure that the previous handful has melted before adding the next. (This helps prevent clumping). Then add in 1/3 cup of cream cheese.
– Add in the spinach and and stir until the leaves have turned dark green and wilted slightly – only about 1 minute.
– Lastly, add in the artichoke hearts, the cooked macaroni, and the zest of 1 lemon. Sprinkle in a few shakes of salt, 4 shakes of everyday seasoning, and taste. Add lemon juice if you want more lemony goodness. Salt if you are missing the pop! flavor. Or more everyday seasoning if you need more pepperiness.
– Turn off the heat.

4 // The good bit

– Get a large high-heat-safe baking dish.
– Rub the bottom and side with a small amount of butter – just enough to leave the pan streaky.
– Transfer the mac n cheese to the buttered dish. Shred an additional 1/2 cup of mozzarella and sprinkle generously over top.
– Stick whole pan into the oven (remember, it’s on broil).
– Broil until cheese has melted and the top is golden and bubbly – 2 to 4 minutes.
– While the cheese cooks, get out a sauté pan. Gently toast 1/2 cup of panko (I like Kikkoman brand) without any fat (no oil or butter in the pan). Shake it gently, but continuously while it cooks. It should get slightly browned – but not blackened. Once browned, set aside.

5 // Crack n Cheese

– Get ready to enjoy life.
– Take out the baking dish – let cool for a few minutes (no cheese burns today!)
– Cut out a square of mac and cheese and plate it. Sprinkle panko liberally over the top. // We used to cook the panko in the oven over the whole dish, but found that when refrigerated the panko gets soft and loses that crunch. We now make the panko fresh for every re-heat.

Eating Now // Serve alongside some veggies and a slice of fresh, soft Italian Bread for scooping up all that extra oooey-gooey-cheesy-goodness. Devour with a spoon or a fork.

Eating Later // Heat up in a 370° oven or microwave until cheese is remelted and center is hot. Retoast panko if desires and sprinkle on top. Again, devour with spoon or fork.

Scorecard // Crack n Cheese

EASE TO MAKE ★★★★☆ – There are a few steps to take here, but they are totally worth it!

TIME TO MAKE ★★★★☆ – This will be the quickest 45 minutes of cooking in your life. (If only because you’re just SO excited!) The longest part is shredding the cheese!

LEFTOVER-ABILITY ★★★★☆ – You have to eat it in three days, but trust me, it won’t last that long! The only other hassle is retoasting the panko – but if you don’t mind that, it’s perfect!

TASTINESS ★★★★★ – This is a perfect recipe. The sharpness of the cheddar. The ooooze of the mozz. The decadency of the artichoke. The tang of the spinach. The crunch of the panko. It is a whole package.

REDO-ABILITY ★★★★★ – Can you say “house fave”!?


This is a new favorite in our house. It is luxurious. It is decadent. It is cozy. It is warm. It is everything you want in a ooey-gooey staple like macaroni and cheese. In our house, this recipe MEANS mac n cheese. We won’t go back to plain ever again!

Do you know a recipe I should try?
Or have you tried this recipe at home?
Let me know! In the Contact Tab!


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