Not only is this mac and cheese delicious, it’s also easy. You could certainly buy a mountain of fresh spinach and cook it down, but frozen chopped spinach makes this dish weeknight dinner fast. Plus, it feels good to know there’s three whole boxes of greens in this mac. Fear not, you’ll also get some carb-on-carb action with a crunchy toasted-panko topping. It’s the perfect dish for those autumn days: The air is crisp enough that you’re fine with a warm casserole, and the days are busy enough that it’s great to be able to feed a crowd quickly.

What is Roux?

Here’s a little free culinary school lesson for ya: The cheese sauce in mac and cheese is called sauce mornay. It’s based on béchamel—a French mother sauce—which is based on roux. Creamed spinach does not always involve a roux; sometimes you merely reduce heavy cream and combine it with cheese. But the trusty roux is handy in this recipe because it allows you to make a large batch of sauce without waiting on the reduction of a ton of cream.

How to Make Roux for Mac and Cheese

The ratio for a proper roux is equal parts fat and flour. In many cases, including this one, the fat is butter, and the flour is all-purpose flour. You can make a roux with nothing in the pan but butter, but here you are going to cook the shallots in the butter and then sprinkle them with the flour. The technique is called singer in French, but the result is still a roux. Some people are intimidated by a roux. It can look all clumpy and disastrous at first, but that’s just how it starts. With constant whisking, the roux will smooth out. It won’t be completely smooth here because of the shallots, but you’ll see the consistency change. You want to keep the roux a light color for mac and cheese—a white roux, as opposed to blond or brown—so you cook it only long enough to cook out the raw flour flavor. Then you’re ready to whisk in the milk. That might also make things look weird for a second but keep whisking and you’ll be rewarded with a smooth sauce that can take on all that grated cheese like a champ.

Ingredient Substitutions

Mac and cheese is notoriously pantry (read: last-minute) friendly. Try these swaps to suit what you have on hand, or just for kicks:

Pasta: A pound of any size elbow pasta is an obvious tweak. But any other short pasta can be swapped in as well: Try small or medium shells, orecchiette, or farfalle.Greens: Cooked and drained chopped kale or swiss chard would be an easy substitute for the spinach. Thawed and drained broccoli florets would also be a good swap if you chop them up.Cheese: Gruyère is the classic for creamed spinach, so if you’re looking to stay in that vein, Emmental or comté would be a close match. But mac and cheese’s frequent buddy cheddar would be great here too.

 Tips for Storing and Reheating

If you have leftover mac and cheese, cover the baking dish tightly and store in the fridge for up to 5 days. If you reserve extra pasta water (or don’t use all of what you reserve), keep it in an airtight container. Before you reheat individual servings in the microwave, drizzle them with a little pasta water to revive that fresh-from-the-oven creaminess.

More Comforting Mac and Cheese Recipes

Creamy Baked Mac and Cheese Broccoli Cheddar Mac and Cheese Green Goddess Mac and Cheese Quick Stovetop Macaroni and Cheese

Slowly whisk in the milk, then bring to a simmer over medium heat until it starts to thicken to the consistency of heavy cream, 8 to 10 minutes. Whisk in the Gruyère and 3/4 cup Parmesan. When the cheese is incorporated, add the salt, nutmeg, and cayenne; the sauce should be rich but somewhat loose.