Pasta and Cheese Bake With Spinach

Macaroni casserole
Macaroni, cheese, spinach casserole Michael Alberstat/Radius Images/Getty Images
Prep: 20 mins
Cook: 35 mins
Total: 55 mins
Servings: 6 servings
Nutrition Facts (per serving)
474 Calories
20g Fat
57g Carbs
17g Protein
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Nutrition Facts
Servings: 6
Amount per serving
Calories 474
% Daily Value*
Total Fat 20g 26%
Saturated Fat 11g 54%
Cholesterol 48mg 16%
Sodium 756mg 33%
Total Carbohydrate 57g 21%
Dietary Fiber 4g 15%
Protein 17g
Calcium 303mg 23%
*The % Daily Value (DV) tells you how much a nutrient in a food serving contributes to a daily diet. 2,000 calories a day is used for general nutrition advice.
(Nutrition information is calculated using an ingredient database and should be considered an estimate.)

This baked pasta and cheese is a delicious and special side dish or vegetarian main dish for a potluck or holiday. For a non-vegetarian option, add 1 to 2 cups of diced cooked ham or chicken.

Serve this tasty pasta dish with a simple salad, or serve it along with grilled or baked chicken, shrimp, or chops.


  • 8 ounces pasta (twists, mini penne, etc.)
  • 8 to 10 ounces fresh baby spinach leaves
  • 3 tablespoons butter
  • 3 tablespoons flour
  • 1 1/2 cups low-fat milk​
  • 1/4 teaspoon dried leaf basil
  • 1/2 teaspoon salt (or to taste)
  • Dash pepper (or to taste)
  • 2 cups mozzarella cheese (shredded)
  • 1 cup soft bread crumbs
  • 2 tablespoons butter (melted)

Steps to Make It

  1. Heat oven to 350 F. Lightly grease an 8-inch square baking dish, or spray with cooking spray.

  2. Cook pasta in boiling salted water following package directions; drain, and rinse with hot water.

  3. Meanwhile, in a large saucepan, heat butter over medium-low heat. Stir in flour until smooth and bubbly. Add the milk, and continue cooking, stirring, until thickened.

  4. Add the basil and the salt and pepper to taste.

  5. Stir in the spinach leaves until wilted; stir in the hot drained pasta.

  6. Stir in the mozzarella cheese until well blended. Spoon the pasta mixture into the prepared baking dish.

  7. In a bowl, toss bread crumbs with the melted butter; sprinkle over the pasta mixture.

  8. Bake for 20 to 30 minutes, or until nicely browned and hot.