Penne, garlic pesto cream sauce, baby spinach, mushrooms, Gouda, provolone, pizza mozzarella, and Parmesan.

Bring a large pot of salted water to a rolling boil. Add the penne and cook until just shy of al dente (about 1–2 minutes less than package directions). Reserve 1 cup of pasta cooking water, then drain and set aside.

Cook the pasta

While pasta cooks, clean mushrooms with a damp towel and slice them about 1/4-inch thick. Peel and finely dice the onion. Mince the garlic. In a large skillet over medium-high heat, add 1 tablespoon olive oil. Add the diced onion and cook until translucent, about 4 minutes. Add the sliced mushrooms, season lightly with 1/4 tsp salt and 1/8 tsp pepper, and cook until they release liquid and begin to brown, about 6–8 minutes. Add minced garlic and cook 30–45 seconds more until fragrant. Remove skillet from heat, then stir in baby spinach in batches until wilted. Taste and adjust seasoning with a pinch of salt and red pepper flakes (use about 1/4–1/2 tsp if desired). Set vegetables aside.

Prepare vegetables

In a medium saucepan over medium heat, melt 2 tablespoons butter. Add 2 tablespoons flour and whisk continuously for 1–2 minutes to cook off raw flour taste without browning.

Make a roux

Slowly whisk in 2 cups whole milk until smooth, then whisk in 1 cup heavy cream. Continue to whisk over medium heat until the mixture begins to thicken and barely simmers, about 4–6 minutes.

Add dairy

Reduce heat to low. Stir in 3 tablespoons prepared basil pesto, 1 teaspoon granulated garlic (or 2 tsp minced garlic, sautéed briefly in butter first), 1 teaspoon salt, 1 teaspoon black pepper, and a pinch of nutmeg. Taste and adjust seasoning. If sauce is too thick, whisk in reserved pasta water, 1–2 tablespoons at a time, until it reaches a smooth, creamy consistency that will coat pasta (you want a slightly loose sauce since it will bake).

Flavor the sauce

Preheat oven to 375°F (190°C). Lightly grease a 9x13-inch baking dish with nonstick spray or butter. In a large mixing bowl, combine the drained penne, sautéed mushroom-spinach mixture, and the garlic pesto cream sauce. Fold in 1/2 cup grated Parmesan and 1/2 cup shredded Gouda, reserving the remaining cheeses for the top. Mix until everything is evenly coated. If mixture seems dry, add up to 1/2 cup reserved pasta water.

Combine components

Transfer the sauced pasta and vegetables to the prepared baking dish, spreading into an even layer. Sprinkle evenly with remaining 1/2 cup Gouda, 1 cup provolone, 1 cup pizza mozzarella, and remaining 1/2 cup Parmesan. Finish with a light dusting of red pepper flakes if you like heat.

Top with cheeses

Bake in the preheated 375°F oven until bubbling and cheese on top is melted and golden in spots, about 20–25 minutes. For a more browned top, place under the broiler for 1–2 minutes — watch closely to avoid burning.

Bake

Remove from oven and let rest 5 minutes to set. Sprinkle chopped fresh parsley over the top before serving. Serve hot.

Rest and garnish

penne pasta (uncooked)

baby spinach

cremini or white mushrooms

yellow onion

garlic cloves

unsalted butter

all-purpose flour

whole milk

heavy cream

prepared basil pesto

granulated garlic or minced garlic

salt

black pepper

ground nutmeg

Gouda cheese, shredded

provolone cheese, shredded

pizza mozzarella (low-moisture), shredded

Parmesan cheese, grated

olive oil

red pepper flakes

fresh parsley, chopped

nonstick cooking spray or butter (for dish)

Creamy Mushroom & Spinach Bake

Make Creamy Mushroom & Spinach Bake Recipe in just 1h . Penne, garlic pesto cream sauce, baby spinach, mushrooms, Gouda, provolone, pizza mozzarella, and Parmesan.

Creamy Mushroom & Spinach Bake Recipe

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