Listen to me, caro - this is not some fancy dish, but it's exactly what you need when you want comfort food that won't make you feel heavy. My neighbor Mrs. DiMarco taught me this years ago when her husband was watching his weight. We use a little less cream, a little more cheese, and the spinach makes everyone feel virtuous. The children eat it without complaining, which is always a victory.
Heat your oven to 350 degrees and butter a 13 x 9 inch baking dish. Not spray - butter. It makes a difference.
Cook the macaroni in plenty of salted water until just al dente. You don't want it soft because it cooks more in the oven. (Save a cup of the pasta water before you drain - you might need it if the mixture seems too thick.)
While the pasta is still hot, toss it in a large bowl with the butter and cream cheese. The heat will melt everything together beautifully.
Squeeze that spinach hard between your hands - I mean really squeeze it. You don't want watery pasta. Add it to the bowl along with the onion, milk, sour cream, Worcestershire, garlic powder, salt, and pepper. (Taste it now and adjust the seasoning. Trust your palate.)
Fold in three-quarters of the cheese, saving some for the top. Mix everything gently but thoroughly.
Pour into your prepared dish, smooth the top, and sprinkle with the remaining cheese. Bake for 25 to 30 minutes until the top is golden and it's bubbling around the edges. (Let it rest for 10 minutes before serving. I know it's hard to wait, but it needs time to set.)
This keeps well in the refrigerator and reheats beautifully. Sometimes I add a pinch of nutmeg with the spinach - it's traditional and makes people wonder what that lovely flavor is. If you want to use fresh spinach instead of frozen, you'll need about a pound, cooked down and drained well.
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