Creamy Pesto Mac and Cheese with Spinach

I bought a little jar of pesto recently and have been having fun finding ways to add it to everyday recipes. Yesterday I noticed a half bag of macaroni that had been sitting in my pantry for a few months and I just knew it was begging for the pesto treatment. So, I whipped up a quick béchamel sauce, stirred in some grated Romano (Parmesan will also work), and a good dollop of pesto. I poured the luxurious sauce over my cooked macaroni and a couple handfuls of thawed frozen spinach (because I’m all about balance), and had myself the most delicious and creamy pesto mac and cheese.

Stove Top Macaroni and Cheese with Pesto and Spinach

A pot ofCreamy Pesto Mac with Spinach close up, overhead view, with a wooden spoon stuck in the middle

What Kind of Pesto is Best?

I used a simple basil pesto, but the wonderful thing about this recipe is that it is very flexible. You could do a homemade Kale Pesto, you could do a sun dried tomato pest, or practically any flavor pesto that you’d like. 

How to Use Leftover Pesto

Pesto is definitely an expensive ingredient, but it’s so potent that you really don’t need a lot to add big flavor to your recipes. The little jar I bought contains about 3/4 cup pesto and cost $3.99. I usually only use about ¼ cup at a time in a recipe, so there is always some leftover. Here are some other recipes that use pesto:

If you can’t find uses for your leftovers immediately, pesto can be frozen. A lot of people like to spoon it into ice cube trays so they can grab a couple tablespoons at a time to toss into recipes like pasta, salad dressings, and other sauces.

What Else Can I Add to Pesto Mac and Cheese?

You can really take this recipe so many different directions! Try adding a handful of sun dried tomatoes, or maybe some chopped up rotisserie chicken. Or try topping it with some crumbled feta, bacon bits, or some buttered breadcrumbs!

Close up of a large spoonful of Creamy Pesto Mac with Spinach

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4.66 from 32 votes

Creamy Pesto Mac and Cheese with Spinach

A simple creamy sauce infused with basil pesto makes this Creamy Pesto Mac and Cheese with spinach the ultimate comfort food WITH a dose of vegetables!
Total Cost: $4.05 reicpe / $0.68 serving
Author: Beth - Budget Bytes
Prep Time: 15 mins
Cook Time: 15 mins
Total Time: 30 mins
Servings: 6 (1 cup each)


  • 2 cups uncooked macaroni ($0.50)
  • 2 Tbsp butter ($0.22)
  • 2 Tbsp flour ($0.02)
  • 2 cups whole milk ($0.60)
  • 1/2 cup grated Romano or Parmesan ($0.53)
  • 1/4 cup basil pesto ($1.33)
  • 1/2 tsp salt ($0.02)
  • Freshly cracked pepper ($0.03)
  • 1/2 lb. frozen spinach ($0.80)


  • Thaw the spinach at room temperature or in the microwave. Squeeze out the excess water. Set the spinach aside. Bring a large pot of water to a boil, then add the macaroni noodles. Boil for 7-10 minutes, or until al dente. Drain the macaroni in a colander.
  • While the pasta is boiling, prepare the sauce. Add the butter and flour to a small sauce pot. Heat and stir the butter and flour over medium heat until it forms a creamy paste and begins to bubble. Continue to stir and cook for about one minute more.
  • Whisk the milk into the butter and flour, then allow it to come up to a simmer, while whisking. When it reaches a simmer, the sauce will thicken. Remove the sauce from the heat.
  • Whisk the Romano (or Parmesan) and pesto into the sauce until smooth. This will further thicken the sauce. Season the sauce with salt and freshly cracked pepper. Make sure the sauce is well seasoned as the flavors will be less concentrated once the pasta and spinach are stirred in.
  • Return the cooked and drained pasta to the large pot (heat turned off) and add the thawed spinach. Pour the sauce over top, then stir until everything is combined and coated in sauce. Serve immediately.
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Serving: 1cupCalories: 333.58kcalCarbohydrates: 39.75gProtein: 12.33gFat: 14.08gSodium: 665.92mgFiber: 2.75g
Nutritional values are estimates only. See our full nutrition disclaimer here.

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Scroll down for the step by step photos!

More Mac and Cheese Recipes:

Front view of Creamy Pesto Mac with Spinach in a white casserole dish for serving.

How to Make Stove Top Pesto Mac and Cheese – Step by Step Photos

Okay, so I forgot to get a shot of the pasta cooking, but we all know what that looks like, right? Just imagine large pot of water boiling, then me pouring in 2 cups of uncooked macaroni noodles. Boil that imaginary macaroni for 7-10 minutes, or until it’s al dente (tender but not mushy). Drain the pasta in a colander. Also thaw 1/2 lb. spinach and then squeeze out some of the excess water. It doesn’t have to be bone-dry, just make sure it’s not sopping wet.

Butter and Flour in sauce pot

While the macaroni is cooking, you can start the sauce. Place 2 Tbsp butter and 2 Tbsp flour into a small sauce pot. Heat them over a medium flame while stirring…

Blonde Roux in sauce pot

Until it forms a creamy paste and starts to bubble up. Once bubbling, continue to stir and cook for about a minute. This mixture is called a roux (this is a blonde roux, in particular) and is used to thicken the sauce. Cooking it for a minute or so slightly toasts the flour so that you don’t have that raw paste-like flavor to your sauce.

Whisk milk into roux

Whisk in two cups of whole milk. Let the mixture come to a simmer, whisking occasionally to make sure the milk doesn’t scorch on the bottom.

Thickened white sauce coating a wooden spoon, sauce pot in the background

Once the milk starts simmering, that’s when the roux magic happens. The milk will thicken slightly. It won’t be as thick as a cheese sauce at this point, but it should have noticeably more body. Turn the heat off.

Grated Romano bottle

Whisk in 1/2 cup grated Romano or Parmesan. The cheese will help thicken the sauce even more. I accidentally grabbed Romano instead of Parmesan the last time I was at the store, but Parmesan will also work. I think Parmesan has a slightly more bold flavor.

Basil Pesto in a measuring cup, sauce pot in the background

Then whisk in 1/4 cup basil pesto.

Salt and Pepper added to pesto white sauce, whisk in sauce pot

Finally, season the sauce with salt and freshly cracked pepper. You want the sauce to be pretty heavily seasoned because it will taste less concentrated once the pasta and spinach are stirred in. I used 1/2 tsp salt and about 5-10 cranks of a pepper mill.

Basil pesto cream sauce being poured over macaroni and spinach in pot

Return the cooked and drained pasta to the large pot it was cooked in, add the thawed and squeezed spinach, then pour the creamy sauce over top.

finished pesto mac and cheese in the pot with a wooden spoon

Then stir all that creamy pesto goodness together. Oh my.

Close up view of Creamy Pesto Mac with Spinach in the pan.

I’ll just say it one more time, then leave it there… Creamy Pesto Mac and Cheese with Spinach–OH MY.

Creamy Pesto Mac with Spinach -