In large pot bring water to a boil and add in the macaroni noodles. Boil while stirring occasionally for about 10-12 minutes until soft.
Drain the water and return the noodles to the pot. Reduce the heat to low.
Add in the milk, butter, and cheese. Stir until well combined and the cheese is completely melted.
Add in the spinach (make sure to drain as much water as possible) and artichoke hearts. Stir until well combined. Add salt and pepper to taste.
Top with additional toppings as desired and enjoy!