Cremini and Spinach Cheesy Ditalini Skillet


I love a good skillet mac and cheese. Featuring loads of spinach and caramelized cremini mushrooms baked up with ditalini pasta in a lusciously creamy sauce.

Prep Time:
25 mins
Cook Time:
50 mins
Total Time:
1 hrs 15 mins


  • 3 cups ditalini pasta

  • 3 tablespoons unsalted butter

  • ½ teaspoon red pepper flakes

  • 1 teaspoon garlic powder

  • 1 medium yellow onion, diced

  • 2 medium shallots, diced

  • sea salt and ground white pepper to taste

  • 1 (8 ounce) package sliced cremini mushrooms

  • 4 sprigs fresh thyme

  • 1 (8 ounce) package fresh spinach

  • 2 tablespoons all-purpose flour

  • 1 teaspoon dry mustard powder

  • 3 cups milk

  • 1 cup shredded extra-sharp Cheddar cheese

  • 1 cup shredded mozzarella cheese


  • cup panko bread crumbs

  • 2 cloves garlic, pressed

  • 1 tablespoon grated Grana Padano cheese, plus more for serving

  • ¼ teaspoon fresh thyme leaves, plus more for serving

  • sea salt and ground black pepper to taste

  • 1 tablespoon extra-virgin olive oil, or more to taste

  • ½ teaspoon chopped fresh parsley, or more to taste


  1. Bring a large pot of lightly salted water to a boil. Cook ditalini in the boiling water, stirring occasionally, until not quite done, about 9 minutes (it will continue to cook in the oven.) Strain and set aside.

  2. In the meantime, melt butter in a 12-inch cast iron skillet over medium heat. Add pepper flakes and garlic powder; let bubble for about 1 minute. Add onion, shallots, and a good pinch of salt and pepper; cook and stir until onion is translucent, about 5 minutes. Add mushrooms, thyme sprigs, and another generous pinch of salt and pepper; cook for 3 more minutes.

  3. Add spinach and another pinch of salt; cover and cook until spinach has wilted, 2 to 3 minutes. Add flour and mustard powder; stir until it has been fully absorbed. Cook and stir for 1 more minute.

  4. Slowly pour in milk, making sure to scrape the bottom for any crusty bits; continue until all of the milk has been absorbed. Bring to a boil. Reduce heat to medium-low and continue to stir until the rapid bubbling stops. Cover and simmer for 10 minutes.

  5. Preheat the oven to 375 degrees F (190 degrees C).

  6. Remove the sauce from the heat. Pluck out and discard the thyme sprigs. Stir in Cheddar and mozzarella cheeses. Fold in cooked ditalini until everything is nice and combined.

  7. Whisk bread crumbs, garlic, 1 tablespoon Grana Padana cheese, thyme leaves, and a good pinch of salt and pepper for topping together in a bowl. Add 1 tablespoon olive oil at a time, working it into the crumbs until they are moistened and crumbly. Sprinkle over the skillet.

  8. Bake in the preheated oven until bubbly and golden on top, 20 to 25 minutes. Remove from the oven and set on a wire rack.

Nutrition Facts (per serving)

420 Calories
16g Fat
51g Carbs
20g Protein
Nutrition Facts
Servings Per Recipe 8
Calories 420
% Daily Value *
Total Fat 16g 21%
Saturated Fat 9g 44%
Cholesterol 42mg 14%
Sodium 323mg 14%
Total Carbohydrate 51g 18%
Dietary Fiber 3g 11%
Total Sugars 7g
Protein 20g
Vitamin C 11mg 56%
Calcium 372mg 29%
Iron 3mg 16%
Potassium 467mg 10%

* Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.

** Nutrient information is not available for all ingredients. Amount is based on available nutrient data.

(-) Information is not currently available for this nutrient. If you are following a medically restrictive diet, please consult your doctor or registered dietitian before preparing this recipe for personal consumption.

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