Grandma's Mac & Cheese


Autumn brings back memories of the first day of school, pumpkins ripening on the farm, and the hastening march of winter. The blazing colors of green, gold, burgundy, and brown on the trees and in the yards.  The smell of bonfires, fresh cut hay, and earth being turned over preparing for the winter. The wonderful chill in the air.

It also signals changes from fresh, light summer fare with warm, hearty comfort food. One of my absolute favorites is my grandma's hearty mac & cheese recipe. 


  • 4 cups whole milk
  • 8 tablespoons unsalted butter
  • 1/2 cup all-purpose flour
  • 2 tablespoons kosher salt
  • Kosher salt
  • 1 tablespoon olive oil
  • 1/2 of a small butternut squash, chopped
  • 1 pound elbow macaroni
  • 3 cups shredded 4-year aged Sharp Cheddar cheese
  • 1 cup Gruyere
  • 1 cup grated Pecorino Romano cheese
  • 4 cups chopped fresh baby spinach
  • 2/3 cup panko

For the squash

Heat the oven to 400°F and place a rack in the middle. Toss chopped squash in 1 tablespoon of olive oil. Place on baking sheet, lightly salt and pepper. Roast for 25 minutes, flipping once.

Remove and set aside.

For the béchamel

Heat the milk in a medium saucepan over medium-high heat until it just comes to a simmer, then turn off the heat and set aside. In a large, heavy-bottomed saucepan, melt the butter over medium heat. Whisk the flour into the mixture and continue until it turns light brown in color. Remove from heat. Slowly add the hot milk until evenly combined and smooth. Return the saucepan to medium-high heat. Continue to whisk and cook until the sauce thickens, about 2 to 3 minutes. Stir in 1 tablespoon of the salt, taste, and add the remaining salt as desired.

Remove from heat and set aside.

To assemble

Bring a large pot of heavily salted water to a boil over high heat. Add the pasta and cook until it’s almost al dente (just on the edge of being underdone), then drain and rinse with cold water; set aside. Return the reserved saucepan of béchamel to medium heat. Stir in all three cheeses and the spinach until melted and smooth. Add the pasta and continue cooking, stirring occasionally, until the pasta is heated through and steaming, about 3 to 5 minutes. Transfer to a 5-quart baking dish, sprinkle with panko, and bake until bubbling and brown on top, about 25 to 30 minutes.

Serve immediately.


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