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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.
Print Recipe
Prep Time 25 minutes
Cook Time 50 minutes
Total Time 1 hour 15 minutes
Course lunch/dinner
Cuisine American
Servings 8 people
Calories 3991.4 kcal

Equipment

  • 1 Large Pot For cooking pasta
  • 1 12-inch cast iron skillet Oven-safe for skillet bake
  • 1 Whisk For sauce and topping
  • 1 Mixing Bowl For preparing the topping
  • 1 Wire Rack For cooling the skillet after baking

Ingredients
  

Main

  • 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
  • ⅔ 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

Instructions
 

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

Notes

1. Achieving perfectly caramelized cremini mushrooms is key for depth of flavor; ensure the skillet isn't overcrowded to allow proper browning before wilting the spinach.2. Cook the ditalini pasta 'not quite done' (al dente) as it will finish cooking in the oven, preventing a mushy texture.3. When adding flour and milk, ensure the flour is fully absorbed into the butter and aromatics before slowly incorporating the milk to create a smooth, lump-free béchamel base.4. The panko topping provides a crucial textural contrast; don't skip moistening it with olive oil for that golden, crispy finish.