Popeye Mac Recipe

Cook pasta

Bring 8 cups of water and 1 tsp salt to a rolling boil in a large pot. Add 2 cups elbow macaroni and cook until just al dente (about 7–9 minutes, check package). Reserve 1/2 cup pasta cooking water, then drain the pasta and set aside.

Prepare cheeses

Shred or thinly slice 1 cup provolone and 1 cup mozzarella so they're ready to add to the sauce. Keep cheeses separate from heat until the sauce is warm but not boiling to avoid graininess.

Heat 2 tbs olive oil and 1 tbs butter in a large skillet over medium heat. When butter foams, add the thinly sliced small onion. Sauté, stirring occasionally, until translucent and beginning to brown around edges, about 6–8 minutes.

Add 8 oz sliced mushrooms to the skillet with a pinch of salt. Increase heat to medium-high and cook until mushrooms release their liquid and it evaporates and the mushrooms are golden, about 6–7 minutes.

Stir in 2 tsp minced garlic and cook until fragrant, about 30 seconds. Add 4 cups packed baby spinach in batches, stirring until wilted between additions. Once all spinach is wilted, remove the vegetable mixture from the skillet to a bowl and set aside, leaving any browned bits and oil in the pan.

Lower heat to medium and keep the skillet with remaining oil/browned bits. Sprinkle 1 tsp flour over the fat and whisk for 30–45 seconds to cook the raw flour taste.

Slowly whisk in 1 cup milk and 0.25 cup stock, scraping up any browned bits. Bring to a gentle simmer, whisking frequently, until slightly thickened, about 2–3 minutes.

Whisk in 1 tsp Dijon mustard, 0.5 tsp ground black pepper, 0.75 tsp kosher salt, and 0.25 tsp red pepper flakes (if using). Taste and adjust seasoning carefully.

Reduce heat to low. Add the shredded provolone and mozzarella in batches, stirring each addition until melted and incorporated. If the sauce becomes too thick, loosen with up to 1/4 cup reserved pasta water until smooth and creamy.

Return the cooked pasta to the pot or to the skillet with the cheese sauce. Stir to coat evenly. Add the sautéed onion, mushrooms, and spinach mixture and fold gently to combine. If needed, add more reserved pasta water, 1–2 tbs at a time, to reach desired sauciness.

Stir in 0.5 tsp lemon juice to brighten the flavors and 2 tbsp grated Parmesan if using. Adjust salt and pepper to taste.

Serve immediately, garnished with an extra pinch of black pepper or red pepper flakes, and a drizzle of olive oil if desired.