Bacon, Spinach and Mushroom Macaroni and Cheese Recipe

This recipe is one of those Sunday dinner comfort foods! Hearty and delicious! 

This recipe is one of those Sunday dinner comfort foods! Hearty and delicious! Bacon, Spinach and Mushroom Macaroni and Cheese Recipe from Hot Eats and Cool Reads

Aaahhh mac and cheese! One of my favorite comfort foods! I don't make it very often, but when I do, I savor each and every bite. Well, we all know bacon makes everything better, so when I decided to add bacon, mushrooms and spinach to my usual mac and cheese recipe, I knew it would be out of this world! Thankfully I had a couple friends at my house to be my guinea pigs when I made this, and they loved it just as much as I did! What tops it all off, is a few dashes of hot sauce. This is sure to be a new favorite. Your welcome and enjoy ;)

Bacon, Spinach and Mushroom Macaroni and Cheese

by Sheena
Ingredients (9x13 pan)
  • 2 1/2 cups elbow macaroni, cooked according to package directions
  • 6 tablespoons butter
  • 1/3 cup onion
  • 1/2 teaspoon paprika
  • 2 tablespoons flour
  • 3 1/2 cups milk
  • 8 ounces velveeta, cubed
  • 1 1/2 cups shredded swiss cheese
  • 8 ounces white mushrooms, sliced
  • 2 cups fresh baby spinach
  • 8 ounces bacon, pre-cooked and chopped into bite sized pieces
  • salt and pepper, as desired
Melt the butter in a medium saucepan over medium heat. Add the onion and paprika and saute for 5 minutes. Add the flour, stir and cook for 1 minute. Add the milk, velveeta and swiss cheese. Heat until the cheese is completely melted, stirring often. Season with salt and pepper.

Meanwhile saute the mushrooms, baby spinach and cooked bacon in a skillet over medium heat for 5-7 minutes until spinach is wilted. There should be enough grease released from the bacon to saute.

Preheat the oven to 350 degrees. Grease a 9x13 baking dish. Pour the cooked macaroni in the baking dish, adding the bacon, mushroom and spinach mixture on top of that, then pouring the cheese sauce over the top. Bake for 35-45 minutes or until the top starts browning.
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This recipe is one of those Sunday dinner comfort foods! Hearty and delicious! Bacon, Spinach and Mushroom Macaroni and Cheese Recipe from Hot Eats and Cool Reads

If you liked this recipe, follow the Hot Eats and Cool Reads board on Pinterest here!

This recipe is one of those Sunday dinner comfort foods! Hearty and delicious! Bacon, Spinach and Mushroom Macaroni and Cheese Recipe from Hot Eats and Cool Reads

On the blog... one year ago: Slow Cooker Dr Pepper Pulled Pork


  1. WoW Sheena, This looks really good! I love macaroni and cheese.

  2. Well this sounds like it is just up our alley here at my house! I found you on fantastical sharing of recipes linky party!

  3. How to make my OH happy? Add bacon to the mac and cheese.

  4. This sounds so good, Sheena! Pinned to try :)

  5. What a fabulous way to dress up Macaroni, this looks delicious. Hope you are having a great Valentine weekend and thank you so much for sharing with Full Plate Thursday.
    Come Back Soon!
    Miz Helen

  6. This looks delicious..going to make it tomorrow. Thanks

  7. This looks absolutely decadent! Thanks for sharing at Church Supper. Have a blessed week & come back soon ~EMM

  8. You are killing me Sheena! Looks delicious and it combines some of my favorite things! I'm pinning to try soon. Thanks so much for linking up to the Weekend Potluck. I love to see what you bring every week. Have a terrific week!

  9. This looks really delicious! Thanks for sharing on Foodie Friends Friday.

  10. Sheena, this recipe is just awesome! Who could resist a bowl of creamy mac n cheese that has bacon, mushrooms and spinach in it?! I sure couldn't! Pinning and sharing on my Facebook page. Thanks for sharing on Marvelous Mondays!

    Julie @ This Gal Cooks

  11. This looks so creamy and delicious!

  12. Sounds so delicious. I have been craving mac & cheese. Love the addition of mushrooms

    1. Thanks Christie! I love mushrooms and try to add them to everything! :)

  13. Oh man - mac 'n' cheese with veggies - talk about a comfort food I don't have to feel guilty about. I love it!

  14. This looks like it might be the new best thing in the world. Can't wait to try it.

  15. I love variations of mac and cheese. And I bet the bacon and spinach make this absolutely fabulous. You have a great food blog here-I'd love to see you join me each week at Must Try Monday. The party is still open if you want to join in.

  16. Mac and Cheese is such a comfort food. I love that you added some other goodies to make it even better!

    Thanks for linking up to the In and Out of the Kitchen Party! Can't wait to see what you bring next week.

    Cynthia at

  17. I love bacon too so I'm sure I would LOVE this! So glad you shared at last weekends link party @The Weekend re-Treat!

    Hope to see you again this week!

  18. Going to try this real soon.I don't care for Velvetta so i will make a little more cream sauce and use grated cheddar.Let you know how it comes out..........

  19. Love me some Mac and Cheese... esp adult versions! I'd love to have you come and share at Super Saturday Show & Tell today... xoxo~ Ruthie

  20. I am putting this on my March menu that will be available in a free printable with a hyperlink back to you. The post goes live on Thursday 2/28. Thanks so much for helping me plan my menu!


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