Total Time
Prep 30 mins
Cook 15 mins

This is a favorite side dish from a local restaurant in Knoxville, TN. Almost everyone who comes in orders it to go along with their ribs. I highly recommend this dish.

Ingredients Nutrition


  1. Heat milk with the mustard,garlic& red pepper in pan to 190 degres,just below boiling point.
  2. Reduce heat.
  3. Crumble Velveeta cheese into a glass bowl and microwave until melted.
  4. Add milk to mixture, stirring until mixed.
  5. Saute onion in 1 tbsp butter, then add to the cheese sauce.
  6. Combine 5 tbsp melted butter and flour in small skillet,mix until blended.
  7. Cook over low heat for 3-4 minuest to make a roux, stirring constantly.
  8. Add roux to the cheese sauce.
  9. Cook over medium heat until the cheese sauce thickens, stirring constantly.
  10. Remove from heat and cool 15 minutes.
  11. Squeeze excess water from spinach and add to the cheese sauce; mix until just blended.
  12. Spoon in 2 greased 9x10" baking dishes.
  13. Sprinkle each with Monterey Jack cheese.
  14. Bake at 350 degrees for 12-15 minutes or until brown.
Most Helpful

Hey girlfriend - I'm the first!! Nice side dish - I served this at the Mothers Day Tea at church potluck today and I think its the first time no leftovers came home.(I halved the ingredients and served with tortilla chips) Poor guys at home didn't get a chance to taste it. Will make again just for them!

karen in tbay May 07, 2003

My husband, Mr. NoVeg, said if he had to eat spinach, this was pretty good LOL. Creamy and very cheesy side dish that makes a lot, in fact I froze half to enjoy later. I used Lite Velveeta and would use regular next time, it just seemed to add a slight aftertaste, but then it may have just been me since I am not a big Velveeta fan. We had this for Thanksgiving but I'm sure it would be fantastic with ribs or other barbecue. For those who love spicy foods, I'd even increase the red pepper. I love Karen's suggestion of tortilla chips and may have to go try that out right now. Thanks for sharing your recipe! UPDATE: I thawed and baked what I saved in the freezer and took it to a party as a dip with tortilla chips. The dish was wiped clean and several people told me they really enjoyed it!

LonghornMama December 22, 2005

I have been to Knoxville and have had this dish - this recipe is just as good at home. It does make quite a bit but we have a big family. Tried it for Christmas and it has been requested for Easter.

Ann Jones March 25, 2005