This is not your box macaroni. This macaroni is amazing. It’s gooey, cheesy and very grown up. It has vegetables in it! And perhaps even better, it makes your kitchen smell like smoked cheese.

Why aren’t you making this already?!?! I’ve been craving this mac and cheese for a month but haven’t gotten around to making it. I made this for thanksgiving last year and it was extremely well received, one of my sisters was still talking about it when I saw her for Christmas.

Smoked Gouda Macaroni and Cheese


1 pound ditalini or small elbow macaroni
4 tbs butter
1 8oz package of sliced mushrooms
2 tbs bleached all-purpose flour
2 1/2 cups half and half, whole milk , or a combination
1/4 teaspoon freshly ground white pepper
1 16 oz bag of baby spinach
1 pound smoked Gouda cheese, shredded
4-6 oz spreadable cheese (Okay, the quality of your cheese is important here. Don’t buy Velveeta. I’m partial to Kakuna sharp cheddar and half of their tub is what you’d use here. If you can’t find anything else just use cream cheese.)

Preheat the oven to 350. Go ahead and start the pasta boiling in plenty of water. When it’s finished you’ll want to drain it and return the pasta to the pot

In a deep skillet or a large saucepan, melt your butter. Sautee your mushrooms until they’re golden and almost cooked through. sprinkle the flour over your mushrooms and cook for about a minute. Make sure all the flour gets mixed with butter and browned a bit.

Slowly add the half and half stirring constantly. Add the pepper and cook until the sauce coats the back of a wooden spoon. Stir constantly! This should take about 8 minutes.

Take your sauce off the heat and add the cheese spread. When it’s thoroughly combined mix in the Gouda (keep out a handful to put on top of the baking dish) and the spinach. Pour the sauce into your drained pasta and mix everything up real well.

Finally, pour everything into a large non-metal baking dish, top with remaining cheese, and bake for 20 minutes.

I also took a tip from Biggie over at Lunch in a Box, and froze some individual servings from the leftovers. This really makes way too much for two.

Good Tasting!