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I saw a recipe for a DELICIOUS looking mushroom lasagna the other day but, oh the layers. Who has time to produce all those layers? So I gave it the Foodlets treatment (easier, healthier and therefore more kid/parent friendly)…and yum. This vegetarian pasta bake–loaded with creamy mushrooms (which happen to be awesome for you!), butternut squash and spinach–is like the eating flavors of fall on a fork. 

What I love about this vegetarian pasta bake 

  • It feeds a crowd.
  • Need dinner to wait around in a warm oven? Perfect for after-school activity nights!
  • Built-in veggies. Say no more.

How to make my favorite vegetarian pasta bake

The recipe is very simple. Unfortunately you DO need a few pans, which is something I try to avoid whenever possible (see one-pot spaghetti with meat sauce and one-pot macaroni and cheese).

But this vegetarian pasta bake is so gooey good, you’ll want to make an exception too. 


Vegetarian Pasta Bake: Creamy Mushroom, Butternut Squash & Spinach

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  • Author: charityc




1 pound pasta (any shape)


1/2 cup butter (1 cube) butter

2 cups onions, diced

8 ounces portobello mushrooms, diced

4 cloves onions, diced

1/4 cup whole-wheat flour

3 cups milk

3 cups shredded mozzarella cheese, divided

1/2 cup feta cheese

1 teaspoon dried oregano

2 tablespoons chopped fresh sage leaves, diced

1/2 teaspoon nutmeg

1 teaspoon salt

1/2 teaspoon pepper


3 cups fresh baby spinach or 1 (10-ounce) package frozen chopped spinach

1 butternut squash, cubed and roasted (plus 2 tablespoons olive oil and 1 teaspoon salt)


Preheat oven and boil a pot of water.

  1. Turn the oven to 425 degrees F. Place the chopped butternut squash on a baking sheet and drizzle with olive oil and a sprinkle of salt. Roast until the edges are brown, about 25 minutes.
  2. Put a large pot of water on a hot burner to boil.

Prepare the sauce. We’re making a roux and it’s not as hard as the fancy name sounds.

  1. Melt the butter in a large pan that can go in the oven. Add the mushrooms and stir. Add the onions and stir again. Cook on low heat until both are soft, about 10 minutes, stirring often. Add garlic and cook for about 1 minute.
  2. Sprinkle the flour into the mixture and stir. Cook for about 1 minute.
  3. Slowly add the milk, stirring and scraping the bottom.
  4. Sprinkle the mozzarella and feta cheese in (but hold about 1/4 cup of mozzarella cheese to sprinkle on top) and stir.
  5. Add the spices–oregano, sage, nutmeg, salt and pepper and stir. Set aside.

Boil the noodles. 

  1. Cook the noodles for only 5 minutes.
  2. Remove the pasta from the water BUT KEEP 2 cups of cooking water.

Combine everything. 

  1. Add the pasta to the large pan with the mushrooms and cheese sauce.
  2. Stir in the spinach.
  3. Add the roasted butternut squash.
  4. Pour 1-2 cups of pasta water into the pot, stirring again.
  5. Sprinkle with remaining 1/4 cup of cheese.
  6. Bake, covered, for 20-30 minutes. Remove lid (or foil) and broil for 1-2 minutes before serving.

Did you make this recipe?

Share a photo and tag us — we can’t wait to see what you’ve made!

It’s basically a dinner that’s ready to serve in big soup bowls but if you want to really feel like an overachiever, this Kale Salad with Balsamic Dressing (the one all four of my kids LOVE!) is the perfect thing to add to a plate.

Want more ideas for savory fall dinners? 

  • Sweet Potato, Kielbasa and Granny Smith Apple Sheet Pan Dinner
  • Slow Cooker Baked Potato Soup (No Need to Peel!) 
  • Stuffed Acorn Squash with Sausage & Apples

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