Baked Macaroni and Cheese with Pancetta and Spinach

21 Nov

I’m having a love affair with macaroni and cheese.

It doesn’t matter what form it takes; I love every bite in any shape or form. Big, soft elbow noodles  in a puddle of crayon-yellow melted Velveeta. Fancy al dente spiral noodles in four cheese white sauce with lemon zest. Fat egg noodles coated in a thick, gluey cheddar. All delicious. One of my guilty pleasures (and one of the few processed products we purchase in our household) is a box of name brand instant macaroni and cheese, with a cupful of frozen peas thrown in for good measure — comfort food at it’s finest. As far as I’m concerned, there is no bad macaroni and cheese. Some preparations are just better than others.

My favorite version of homemade macaroni and cheese is one of the oldest recipes in my arsenal; it is outdone in age only by a meatloaf recipe that comes from the same place, the first cookbook I ever bought. To this day, the only cookbook I really need is the same Better Homes and Gardens cookbook that has graced a shelf or drawer in everyone’s grandmother’s kitchen. It’s on it’s fifteenth edition for a reason; not only does it break down the cooking basics you need to be capable in the kitchen, it’s pages are full of amazing base recipes that can be tweaked and refined to the reader’s content. Christmas cookies, quick breads, impressively easy appetizers and casseroles — it’s all there waiting to be personalized.

Like most things I make, my macaroni and cheese recipe has evolved over time as I make the minor adjustments needed to graduate a ’70s era potluck casserole into a nutritious and balanced meal that I can feel good about feeding to my family. So far this is the best version I have produced: luxurious with the savory background flavor of miniscule pieces of pancetta, a combination of sharp and mild cheeses, and a crispy crust that makes an audible crack when it breaks. I like to serve a hearty scoop garnished with stewed tomatoes and drizzled with a few tablespoons of their juice, alongside a simple salad of arugula and thinly sliced red onion dressed in salt, pepper and balsamic vinegar. By no stretch of the imagination is this a low-fat meal, but using unprocessed ingredients and adding some fiber with whole grains and veggies cuts the damage.


  • 16 ounces whole wheat elbow noodles
  • 2 tablespoons salted butter
  • 1 large sweet onion, diced
  • 2 garlic cloves, minced
  • 1/2 tsp ground black pepper
  • 2 1/2 tablespoons all-purpose flour
  • 2 1/2 cups milk + 1/2 cup, separated
  • 4 cups shredded sharp cheddar cheese
  • 1 1/2 cups shredded gruyere cheese
  • 1 package Trader Joe’s diced pancetta (4-6 ounces, I think)
  • 1 bag organic baby spinach leaves
  • 1/4 cup Italian seasoned whole wheat breadcrumbs


  1. Preheat oven to 350 degrees.
  2. Cook noodles according to package directions in well-salted water. Drain and set aside (do not rinse).
  3. In a small skillet, cook pancetta over medium heat until lightly browned and crispy, approximately 5 minutes. Drain grease and set aside.
  4. Melt butter in a large saucepan over medium heat. Add garlic and onion, cook until tender and fragrant, but not browned.
  5. Stir pepper and flour into garlic and onion. Mix well, and allow to cook for 1 minute to “cook off” taste of flour.
  6. Add 2 1/2 cups milk to saucepan all at once, whisk. Continue to cook, stirring continuously, until mixture thickens, 3-5 minutes.
  7. Add both shredded cheeses and continue stirring over medium heat until melted and combined. Sauce will be thick; you may need to add additional milk to achieve desired consistency.
  8. Remove saucepan from heat. Stir in pancetta and spinach. Add cooked elbow noodles, stirring until well-coated in cheese sauce.
  9. Pour contents of saucepan into a large casserole dish. Sprinkle top with breadcrumbs and bake uncovered in a 350 degree oven for 20 minutes or until cheese sauce is bubbly and surface is browned and crispy.
Makes approximately 8 one-cup servings.

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