Total Time
Prep 25 mins
Cook 25 mins

A different twist on macaroni & cheese. This is reminiscent of spinach dip with pasta added. This recipe can be made Gluten Free by using a Gluten Free pasta.

Ingredients Nutrition


  1. Preheat oven to 350 degrees.
  2. Cook pasta according to package directions. Drain and keep warm.
  3. Melt butter in a large saucepan, over low heat being careful not to burn the butter.
  4. Saute sun dried tomatoes and shallots in melted butter until shallots begin to soften, about 3 minutes.
  5. Stir in corn starch and salt.
  6. Cook and stir for 1 minute.
  7. Gradually add milk, blending well.
  8. Cook over medium heat, stirring constantly until sauce is slightly thick, about 3-4 minutes.
  9. Add shredded Gouda cheese, stirring until cheese is melted.
  10. Combine pasta, spinach and cheese sauce.
  11. Pour into a greased 1 ½ quart casserole.
  12. Top with grated parmesan cheese.
  13. Bake 20-25 minutes or until top is golden brown and sauce is bubbly.
Most Helpful

WOW, what an awesome recipe! It is sooooo tasty with the spinach and cheese being such a lovely match! I loved how easy this was to prepare and how great it turned out! Mmmm, we all enjoyed it so much! :)
I made a few slight changes due to what I had on hand: I used two fresh tomatoes instead of the dried ones and simply sauteed them a tad longer to evaporate the juices. Then I only had 1 1/3 cup of milk left, so thats all I used and it turned out creamy and perfect. With the shallots I added in a clove of garlic and next time would double that.
I also reduced the butter to 1 tbs and used a light version, which was no problem at all.
THANK YOU SO MUCH for sharing this superb recipe with us, Lori! Ill certainly make it again!
Made and reviewed for Potluck Tag Game January 2011 and the Warm me up Event in the Diabetic Forum.

Lalaloula January 13, 2011

Absolutely wonderful! Not only did I love it last night, it was even better today for my lunch! Instead of butter, I used some olive oil in which I had previously marinated garlic and chillies, which added a lovely little tang to this dish, and because I had cooked spaghetti in the fridge, I chose to chop it up and use instead of penne, and I'm glad to say that it worked well. I subbed one cup of cream for one of the cups of milk, calories, who needs 'em, ha ha!! Thank you for a very indulgent pasta dish that I enjoyed immensely!

Karen Elizabeth March 02, 2009

A very tasty dish. I'm not overly fond of sun-dried tomatoes, so I omitted those and in step four, sauteed a diced red pepper, and two cloves of chopped garlic with the shallots. I also added some cumin in step nine. I used low-fat milk. The blend of flavours was great. Thank you for sharing this recipe, LARavenscroft. Made for the Aussie Forum's MAKE MY RECIPE.

bluemoon downunder October 20, 2008