Ingredients

  • 3 tablespoons plain dry breadcrumbs, (see Tip)

  • 1 teaspoon extra-virgin olive oil

  • ¼ teaspoon paprika

  • 1 16-ounce or 10-ounce package frozen spinach, thawed

  • 1¾ cups low-fat milk, divided

  • 3 tablespoons all-purpose flour

  • 2 cups shredded extra-sharp Cheddar cheese

  • 1 cup low-fat cottage cheese

  • ⅛ teaspoon ground nutmeg

  • ¼ teaspoon salt

  • Freshly ground pepper, to taste

  • 8 ounces (2 cups) whole-wheat elbow macaroni, or penne


Active - Ready In -

  1. Put a large pot of water on to boil. Preheat oven to 450°F. Coat an 8-inch-square (2-quart) baking dish with cooking spray.
  2. Mix breadcrumbs, oil and paprika in a small bowl. Place spinach in a fine-mesh strainer and press out excess moisture.
  3. Heat 1½ cups milk in a large heavy saucepan over medium-high heat until steaming. Whisk remaining ¼ cup milk and flour in a small bowl until smooth; add to the hot milk and cook, whisking constantly, until the sauce simmers and thickens, 2 to 3 minutes. Remove from heat and stir in Cheddar until melted. Stir in cottage cheese, nutmeg, salt and pepper.
  4. Cook pasta for 4 minutes, or until not quite tender. (It will continue to cook during baking.) Drain and add to the cheese sauce; mix well. Spread half the pasta mixture in the prepared baking dish. Spoon the spinach on top. Top with the remaining pasta; sprinkle with the breadcrumb mixture.
  5. Bake the casserole until bubbly and golden, 25 to 30 minutes.

Make Ahead Tip: Prepare through Step 4. Cover and refrigerate for up to 2 days or freeze for up to 3 months. Thaw in the refrigerator, if necessary, then bake for 35 to 45 minutes.
  • To make fresh breadcrumbs, trim crusts from whole-wheat bread. Tear bread into pieces and process in a food processor until coarse crumbs form. One slice of bread makes about ½ cup fresh crumbs. For dry breadcrumbs, spread the fresh crumbs on a baking sheet and bake at 250°F until crispy, about 15 minutes. One slice of fresh bread makes about ⅓ cup dry crumbs. Or use prepared coarse dry breadcrumbs. We like Ian's brand labeled “Panko breadcrumbs.” Find them in the natural-foods section of large supermarkets.


Storage smarts: For long-term freezer storage, wrap your food in a layer of plastic wrap followed by a layer of foil. The plastic will help prevent freezer burn while the foil will help keep off-odors from seeping into the food.

Baked Mac & Cheese