Seriously the Best Homemade Mac and Cheese

In a large saucepan over medium-low heat, melt butter completely. Use a whisk to stir in the flour until no lumps remain. Slowly pour in gently warmed milk, cup by cup, continuing to whisk. Bring mixture to a boil, then reduce the heat to low, stirring for 10–12 minutes while it thickens.

By the end of the 10–12 minutes, the mixture will have reduced by about half. Stir in mustard, smoked paprika, and salt and pepper. Switch to a rubber spatula and add 4 cups of the cheese, cup by cup, continuing to stir and scrape down the sides of the pot. When all the cheese is mixed in, turn heat off and let the pot sit on the stove, uncovered.

In a small nonstick skillet, cook garlic in 2 tablespoons olive oil over low heat until golden brown, about 6–7 minutes. Remove from heat and set aside. Once cooled, stir this into the cheese sauce.

Cook pasta according to package directions—al dente is best here! Meanwhile, grease a 9×13 ceramic baking dish with butter. Toss the breadcrumbs with remaining olive oil (or melted butter) and set aside. Wilt spinach leaves by microwaving them for 30 seconds on high, and gently squeeze out any excess moisture. Preheat oven to 350ºF.

Drain the pasta and add it to the cheese sauce in the pot. Stir to coat the pasta completely, and then transfer this to the greased baking dish. Stir in the ham and wilted spinach leaves and top with the remaining 1 cup of cheese. Sprinkle the breadcrumbs over the top and bake for 35 minutes at 350ºF, and then increase the temperature to 400ºF and bake for another 10 minutes.

Remove the baking dish from the oven and let it rest at room temperature for 10–15 minutes before serving. Don’t worry, it’ll stay hot!

Garnish with crushed red pepper flakes, if using, and serve immediately. Let any leftovers cool completely before storing them in an airtight container in the fridge for up to 1 week. Enjoy!