It may look like a sad little package shoved in the back of your freezer, but frozen spinach actually has a lot of culinary uses (and some may surprise you).


Listen, this isn't just another mac and cheese recipe. This is THE mac and cheese recipe. Five different cheeses team up to create this monumental mac masterpiece.
1 tablespoon vegetable oil
1 pound elbow macaroni
1/2 cup melted butter
1/2 cup shredded Muenster cheese
1/2 cup shredded mild Cheddar cheese
1/2 cup shredded sharp Cheddar cheese
1/2 cup shredded Monterey Jack cheese
2 cups half & half
1 cup cubed Velveeta cheese
2 large eggs, lightly beaten
1/4 teaspoon salt
1/8 teaspoon black pepper
1 tablespoon cold butter, cut in bits
Preheat the oven to 350 degree F. Grease a 2 1/2 quart baking dish.
Add the oil to a large pot of water. Bring to a boil over high heat. Add the macaroni and cook until al dente (7-8 minutes). Drain the pasta well and return to the pot. Add the melted butter and stir well.
In a bowl, combine the Muenster, mild and sharp Cheddars, and the Monterey Jack cheeses.
Stir the half and half into the macaroni. Reserve 1/2 cup of the shredded cheese mixture and set aside. Add the remaining shredded cheese to the macaroni. Stir well. Add the Velveeta, eggs, salt, and pepper. Mix well.
Pour the macaroni mixture into the prepared baking dish. Sprinkle with the reserved 1/2 cup of shredded cheese and dot with the butter.
Place the baking dish in the oven and bake the mac and cheese at 350 degrees F for 35 minutes or until hot and bubbly.
Cook the macaroni to al dente to prevent it from becoming mushy after baking.
Make sure to use freshly shredded cheese, not the pre-packaged kind.
Stir the macaroni well after adding each ingredient.
Layer some cheese on top for a crispy, golden crust.
Bake until the edges are slightly crispy.
Pair with a side salad or steamed vegetables.
Experiment with adding herbs like parsley or paprika.
Fun Fact: This recipe is also known as Over The Rainbow Mac and Cheese. Labelle frequently performs the song, "Over The Rainbow", and performed it on her 1981 album, The Spirit's In It.
Yes, you can experiment with different types of cheese, but the combination mentioned in the recipe provides a unique flavor and texture that really can't be beat.
Velveeta adds creaminess, but you can substitute it with another creamy cheese or additional cheddar if preferred.
The mac and cheese is done when it's hot and bubbly, and the top is slightly golden brown.
Feel free to add ingredients like cooked bacon, breadcrumbs topping, or cooked vegetables.
Store leftovers in the refrigerator for up to 3-4 days in an airtight container.
You can prepare it ahead, refrigerate, and bake it before serving, but it's best fresh. If you prepare it ahead of time you may need to add additional liquid as the pasta will absorb some in the fridge.
Yes, you can bake in ramekins for individual servings, but you will need to adjust the baking time accordingly. Start checking the ramekins after about 15 minutes, depending on the size used.
Large Pot: For boiling the macaroni in water with the added vegetable oil. It should be large enough to accommodate the pasta while allowing space for it to boil.
Baking Dish (2 1/2 quart): To hold the macaroni and cheese mixture while it bakes in the oven. Make sure it is greased to prevent sticking.
Measuring Cups and Spoons: For measuring ingredients such as vegetable oil, shredded cheese, half-and-half, salt, and pepper.
Colander: For draining the cooked macaroni after boiling.
Bowl: For combining the shredded cheeses.
Whisk: To beat the eggs lightly.
Rubber Spatula or Spoon: For mixing the macaroni with the melted butter, half-and-half, cheeses, and other ingredients in the pot.
Grater (optional): If using block cheese instead of pre-shredded cheese, a cheese grater is handy to shred the Muenster, Cheddar, and Monterey Jack cheeses. It's best to use block cheese, however, as pre-shredded cheese contains anti-caking agents that can inhibit smooth melting and make the dish stringy or grainy.
Cooling Rack (optional): Placing the baking dish on a cooling rack after baking allows it to cool evenly.
Caramelized Onions: Adding sweet, caramelized onions on top of the mac and cheese provides a savory contrast with a touch of sweetness.
Crispy Bacon: Chopping crispy bacon and sprinkling it over the mac and cheese creates a crunchy texture and a smoky flavor.
Buffalo Chicken: Incorporating shredded buffalo chicken into the mac and cheese gives it a spicy kick, making it a heartier, more flavorful dish.
Garlic Bread: Serving garlic bread on the side provides a crunchy, buttery texture that pairs well with the creaminess of the mac and cheese.
Green Salad: A light, crisp green salad with a tangy vinaigrette balances the richness of the mac and cheese.
Mushrooms: Sauteing mushrooms and mixing them into the mac and cheese adds an earthy flavor and texture that complements the cheeses well.
Steamed Broccoli: Adding steamed broccoli offers nutrition and a slight bitterness that pairs well with the richness of the cheese.
Hot Sauce: Offering a variety of hot sauces on the side provides a spicy contrast to the rich, creamy mac and cheese.
It may look like a sad little package shoved in the back of your freezer, but frozen spinach actually has a lot of culinary uses (and some may surprise you).
Love buffalo wings? Get that same hot, zippy flavor in everything from deviled eggs to enchiladas. And of course: wings.
If you're a fan of the menu at this American chain of restaurants which serves a variety of foods such as burgers, steaks, pasta, and seafood then you'll love this collection of copycat recipes.
Online since 1995, CDKitchen has grown into a large collection of delicious recipes created by home cooks and professional chefs from around the world. We are all about tasty treats, good eats, and fun food. Join our community of 200K+ members - browse for a recipe, submit your own, add a review, or upload a recipe photo.
reviews & comments
September 8, 2022
This is definitely the best mac and cheese recipe!
August 17, 2022
I wanted Mac and Cheese, and I made this recipe. Wow so good the only thing I would change is add more milk or cream, I like mine more wet but fabulous recipe
July 8, 2020
Thank you so much for this wonderfully delicious mac & cheese. My son says it is the best I have ever made. Just be sure you add everything and follow exactly as instructed. You won't be dissappointed.
March 16, 2020
Made as directed. Nice and creamy, but rather bland, and I didn't like the flavor of Velveeta that overpowered the other cheeses. Those who say it is dry, I think you are baking it too long. 30 mins and it was creamy and cheesy. Just didn't like the flavor.
June 21, 2014
I've seen this recipe on the site for a while but just now got around to trying it. OMG! This is amazing! Totally worth breaking any diet for. I didn't change a thing - made it eactly as written and it was to die for! Thank you! This is my new mac and cheese recipe.
November 30, 2013
Heavenly! Rich, cheesy, creamy, everything you can want in a mac and cheese recipe!
October 24, 2013
You can't go wrong with this recipe. It makes a great mac and cheese - very cheesy, very flavorful.
July 20, 2013
You go girl
July 5, 2013
OMG PAtti this recipe ROCKS!!! You are the best! I don't know how you came up with this but it's the best combo of cheeses. Love you and this recipe!!!!
October 12, 2012
My daughter-in-laws, mom makes this recipe. I have never been a fan of "mac and cheese" until I tried this. I liked it so much I had to ask for the recipe. It is amazing how delicious it is. I am making it for one of my family gatherings. Thanks Patti, and special thanks to Heather for sharing it and your wonderful daughter with me.DNeal
August 27, 2012
While cooped up inside my house due to Tropical Storm Isaac, I was browsing the net, and came upon this recipe. I basically had all the ingredients so I ventured to making it. It was a HIT. IT was creamy and cheesy. My Aunt who is a very picky eater, devoured 2 plates. Thanks Patti for Sharing!
November 24, 2011
THIS RECIPE IS OFF THE CHAIN IT IS AWESOME !!
January 3, 2011
I have not made this my mom did and I am not a fan of mac and cheese. Well I am now this is fantasic. And the only mac & cheese my family wants now so I guess I have to make it!
November 26, 2010
Was my first time making it this year, is the only way I wiol make it from now on!!
November 26, 2010
The best Mac and cheese ever,I just made it for the 3rd time,including this year Thanksgiving.
November 16, 2010
(omitted from recipe) Add the 1/2 & 1/2 with the eggs.
November 1, 2010
Hey this is the best,and I prided my self on my mac and cheese until this mac. showed me who was the real MAC. In my family we have a very healthy Sibley thanksgiving dish cook off,so we know who has been winning,LOL,but I only take the credit for perfect preparation,not changing any details
October 31, 2010
I made this recipe for the first time and my family loved it. delicious!!!
October 20, 2010
I have been searching for a macaroni and cheese recipe that I love and I have officially discovered it. It was so easy to make. Loved it.
June 29, 2010
The best macaroni and cheese ever! However, the very top layer of macaroni was hard and difficult to chew. Was it the whole wheat pasta or did I bake it too long?
June 11, 2010
This is the best mac and cheese recipe I have ever made. Everyone loved it at my grand daughters birthday party, not one bite left.
May 28, 2010
OMG!!!! this mac & cheese is the BOMB...I made it during the Thanksgiving holidays last year 2009 and now my family is requesting it at least once a month...
April 6, 2010
Did and angel fall from heaven's kitchen? The best ever other than my mother's. Great job Patti
February 20, 2010
Oh my god my aunt made this mac and cheese for thanksgiving and it was on hit so we are going to start making this all the rime
February 16, 2010
I am the only one that cannot make macaroni and cheese in my family, my sister and my mothers mac n cheese is so good, now i have found one that taste just like theirs, so now i guess i know how to make it. This was so good, next time i will add a little more salt and i added more cheese and a little more half and half, this tasted just like my mothers!!!!!
February 9, 2010
great!
December 23, 2009
Patty girl this recipe is the BOMB I made this for Thanksgiving now my Sister-in-Law wants me to make it for Christmas. What i like is the Muester cheese. I blended everything in the pot then poured it on the noodles comes out just awesome. This is really Over The Rainbow.
November 27, 2009
I doubled the recipe & made it for Thanksgiving. Be sure to add enough salt & pepper, otherwise I think it would be on the bland side with all the half & half in the recipe. Anyway, it was fairly easy to make. I used 1&1/2 of the butter (2 sticks just seemed like too much), and I had so much of the four cheeses left over in the packages that I grated a little extra on the top. It tasted pretty delicious, but one thing I would suggest is to add a little more cheese in the mixture itself rather than on the top like I did. I baked it for exactly an hour & it looked divine! My boyfriend told me it was his favorite dish. Be sure to serve it hot out of the oven.
November 26, 2009
I just made this mac and cheese recipe last night for Thanksgiving today. Instead of the traditional 6 servings, I increased it to 15. Turned out great. Had to make 2 pan fulls. I usually make mac and cheese with at most 2 cheeses. It took quite awhile to grate all of the cheese but this 4-5 cheese recipe is a different flavor that what my family was use to but I'm sure they will love it. I had a little taste of it already. Now I just have to reheat it in the oven this afternoon for our Thanksgiving meal. FYI I used all of the cheese that Patti recommends even the muenster, which I found in the specialty cheese section.
November 22, 2009
I love this recipe....it is one of the best mac n cheese recipes i have found.... I also make it with a bit of wasabi and also add horseradish..it gives the dish a nice kick...not too spicy...then I crush up seasoned croutons....garlic and cheese flavored to add to the top...just the best !
November 22, 2009
I absolutely love this recipe. I started making it at only 17 years old. I am now 22 and I plan to make it again for Thanksgiving for my fiance's family. He rants and raves over my cooking and his family has never tried my cooking so this surely will put them over the top. The first year I made it.. I used pepper jack cheese instead of Montery and it was still extremely good. My father liked it better... he is a spicey person. But I must say.. It wasn't spicey and it gave it a kick. I did see that some people said it was a little bland.. Just add some pepper jack cheese and maybe this will help your taste buds!! MMMMM Can't wait to eat this on Thanksgiving!!!
November 21, 2009
I was really excited to make this after mostly rave reviews. For some reason it turned out dry and not that flavorful. I changed the servings to 15. Maybe the proportions were off? Like one reviewer I substituted some of the half and half with sour cream and buttermilk. Maybe that contributed to the dryness. I've made the Martha Stewart recipe and it worked better for me. And also one other recipe that starts the sauce out from a roux. That's the best style in my opinion.
October 14, 2009
I have never made homemade mac n cheese - I normally have my mom make it for me. I made this over the weekend and it was amazing. My mom usually does not eat it, but she loved this recipe. She actually wants me to make it again this weekend. Follow the directions and you won't be disappointed.
September 4, 2009
This is undoubtedly the best Mac & Cheese dish ever. It is fool proof, easy and fabulous (but not cheap)! I have passed on the recipe to several friends who also rave. Thanks so much to Patti LaBelle for posting this recipe on the web.
August 10, 2009
This was the first mac & cheese I made I felt was to my satisfaction. I have tried several recipes but this was the best so far. Thank you, Patti! My children enjoyed it! I also added a little mozzarella. I could only find slices of Muenster cheese but it still turned out great.
July 19, 2009
I have to say, that was the best mac & cheese recipe I had ever made & had. My husband & I had a party for our son 07/1/-2009. All I heard was the mac & chesse was good none was left. To the ones that add extra to the recipe don't. Ms. Pattie dosen't any need help. Just follow the recipe. use all the cheese. The Muenster cheese was the bomb. From now on I will not make another mac & cheese recipe but Ms. Pattie's. Ms. Pattie did damn the thing. You go girl! 2009
June 8, 2009
The mac and cheese was great. My boys loved it. Will be a regular dish in my home.
My niece made it for EASTER dinner. YUMMY YUMMY!!!! Now I am going to try it.
People really think I can cook with Patti's recipe. The Mac and Cheese is awewsome.
March 20, 2009
this is a great recipe for impressing a man on your cooking skills. if your trying to keep a man this is recipe for mac and cheese
March 19, 2009
My daughter asked me to make some good homemade macaroni & cheese. After looking at several recipes, I picked this one. The only change I made to the recipe was substituting whole wheat elbow macaroni for the regular, which I do with all pasta recipes. The result was good, but not great. We had a lot leftover, and I would expect our five kids to gobble up homemade macaroni & cheese if it was really good. The texture was more dry than creamy and the flavor was a little bland.
January 7, 2009
So THAT'S what mac & cheese is supposed to taste like!!!! No more blue box in my house. lol Seriously... it was amazing! Patti Rocks!!!
December 25, 2008
JUST GOOD!!!!.
December 24, 2008
The recipe by itself is amazing, BUT I wanted to experiment a bit... So, I substituted 1 cup sour cream for the half and half and used 1 cup buttermilk for the other cup of half and half. OMG! If I had died there, it would have been well worth it!!!!
December 22, 2008
The recipe is WONDERFUL!! So good I had to pass it on to my aunts and friends! Not healthy but every once in a while can't hurt!
December 21, 2008
I just made this recipe and I must say it was quite good. Although I did feel it needed a little something...I totally forgot to put in some mild cheddar and that's probably what it needed. My youngest son loved it so much he ate most of it. I think this recipe would taste even better if I threw in there some shrimp.
I made this macaroni and cheese today and it was delicious! Creamy and fluffy and perfect.
I followed the directions to a "T." I made it for Thanksgiving, and I DID NOT like the macaroni and cheese. I like my mac and cheese to be very cheesy with lots of flavor, and the taste of this mac and cheese simply wasn't good to me. I was very disappointed.
December 2, 2008
My cousin normally makes this dish for all our special occassions. I love it and tonight I made it. It was WONDERFUL. STRONGLY RECOMMEND THIS DISH!
November 28, 2008
I made this for thanksgiving dinner last night. I had to double the recipe to make 1 servings and put it into 2 9x13 pans. It came out a little dry. I cooked it for about 45 minutes. Next time I wont be making so much,and I wont cook it that long. I also think it needed a little less shredded cheese and a little more velveta and my boyfriend agreed. But that's just our personal preference. Other than that I will certainly make it again.
November 26, 2008
I have used this recipe for about 5 months now and its fantastic. The directions are simple and once its done its tastes great. I have even subtracted some of the cheeses and added some cheeses and it still comes out great. The original recipt itself though is wonderful. I was so glad to find a good mac n cheese recipe. As a mother of 3 I tend to look for new recipes to make for my family and this one will definitely be on my favorites list. So Delicious!
November 25, 2008
A friend of mine offered me the recipe a couple of years ago. Anytime there's a family/friends gathering, they always request the Mac&Cheese from me. My nieces think Im the greatest uncle because of it!!!
November 18, 2008
I agree that this Mac&Cheese is FANTASTIC!! I did however, substitute shreeded cheese for bar cheese that I cubed (family habit) and because of that, I needed to add 1/2 cup more of milk. Other than that, It is absolutely perfect just the way it is!!
November 16, 2008
I make this every year and also for special occasions. Every one loves it. I will be making it twice this year, for my family for thanksgiving and for a mini thanksgiving dinner my friends and I are throwing. It is a very good recipe. If you have not tried it, try it.
August 26, 2008
I LOVE IT! Everyone request my Mac & Cheese for every holiday/event. I say "It's Patti's" I brought 2 of her cookbooks and absolutely love them. My husband is a diabetic as well and he loves everything I cook from her books.
June 29, 2008
So good that it hurts just to look at it. If you have never made it.....make it. Run to the nearest grocery store.....get all of the ingredients....and make it. Totally worth it.
December 27, 2007
The ultimate in "comfort food", Yummmmmy !!!!!!
December 24, 2007
A coworker made this dish last week at our Christmas Party and it was GRRRRRRRRRRRREAT. I went back for seconds and it was gone.
August 23, 2007
Every time I make this recipe I do it so the kids will have something delicious to eat. The problem is... all the parents like to eat it too. Make sure you double the recipe because this is a crowd pleaser. It freezes well, thats if you have leftovers. I'm making some right now so my son can put it in his dorm fridge at UCSB. Nothing like a home cooked meal.
March 18, 2007
THE first and last word in mac and cheese. Period.
December 15, 2006
I have been using this recipe since it appeared on Oprah's site some years ago. Everytime I make it people ask for the recipe. I use all those ingredients plus add some Vermont white cheese and sometimes 1/4 cup of mozzarella (if its a large 12-14 serving size). You can't go wrong. If you add the muenster it adds the opposing flavor to the other cheeses and brings out the flavor of all the cheeses. I see some chose not to use it, but thats what makes it simply tasty to your guests. Enjoy and thank you Patti!
November 24, 2006
Best Mac & Cheese ever. I have been using this recipe since Patti Labelle come out with this cookbook. My family refers to it as "heart attack on a plate". The kinda of dish you allow yourself only on special occasions!
November 21, 2006
Ya'll I gotta tell you that this dish is so yummy and it goes fast. Just follow the directions and you can't go wrong. I did substitute Monterey for the Munster, but it's all good, so experiment with different cheeses if you prefer. All my friends ask me "Can you please make this dish for me?" So since I first prepared it, I've been hooked. Ms Labelle, thank you for this sensational recipe. It is sure to become a classic in my kitchen.
September 3, 2006
I absolutely love this recipe. My friend girl made this during a Thanksgiving holiday in 2001 and I have been hooked ever since. I highly recommend this recipe to a beginner cook. You will recieve mad raves!!!!
August 23, 2006
I think that this is a great recipe for making homemade macroni and cheese. I did not use Munster(sp) cheese, but I did use all of the other ingredients. I look forward to using this site to do other meals.
April 12, 2006
This is "THE BEST EVER" macaroni and cheese recipe that I have ever tasted. My family and friends love it and always ask for it!
What do you do with the half and half?