Broccoli and Spinach Mac & Cheese

This is the new mac and cheese staple in our house. Everyone loves it and I don't feel guilty giving it to the kids.


-12 ounces bowtie pasta
-1 bag (12 ounces) frozen broccoli
-1 T unsalted butter, plus more for the dish
-2 shallots, chopped (I never have shallots so I always use regular white onions)
-1 package (8 ounces) sliced mushrooms
-4 cups whole milk (I always use 2% or skim...whatever we have on hand)
-1/4 cup flour
-1 t kosher salt
-1/2 t freshly ground pepper
-1 bag (5 ounces) baby spinach
-5 ounces fontina cheese, grated (1 1/4 cups)
-1/3 cup, plus 2 T grated Parmesan

Heat oven to 425 degrees F. Butter a shallow baking dish (approximately 3 quart dish). Cook the pasta according to package directions, adding the broccoli during the remaining 3 minutes of cooking. Drain and return the broccoli and pasta to the pot.


Meanwhile, melt the butter in a large deep skillet over medium heat. Add onions and mushrooms and saute until tender, about 5 minutes. In a medium bowl, whisk together milk, flour, salt and pepper. Pour into skillet and bring to a boil. Reduce heat and simmer, stirring occasionally, until thickened, about 5 minutes. Stir in spinach. Remove from heat and stir in 1 cup of the fontina and 1/3 cup of the Parmesan cheese.


Pour sauce into pot with pasta and broccoli and toss to coat. Transfer to the prepared dish and sprinkle with remaining fontina and Parmesan. Bake until the cheese melts and is beginning to brown, about 10 minutes.


Per serving: 394 calories, 18 grams protein, 18 grams carbs, 4 grams fiber, 13 grams fat (7 grams saturated), 40 mg cholesterol, 606 mg sodium