Cheesy Pasta Bake with Veggies

This Cheesy Pasta Bake with Veggies is one of my favorite Pasta Recipes for a Sunday Night Supper. It’s loaded with vegetables like caramelized onions, mushrooms, and wilted spinach, and then covered in gooey, cheese! It’s so easy and delicious!

For more easy and delicious pasta recipes try my Orecchiette with Italian Sausage and Broccoli, my Ravioli with Pesto and Peas, or my Linguini with Creamy Tomato Sauce.

A large white skillet filled with cheesy pasta with vegetables

Why You’ll Love This:

  • This is a recipe we’ve been making at our house, once a week, as we try to eat “lower on the food chain” by adopting a vegetarian recipe each week into the weekly rotation. So if you are trying to do the same, this is a great one!
  • It’s a sneaky way to add some vegetables into a pasta dish for picky eaters! They get distraction by the creamy cheese sauce
  • There’s something so comforting about a bubbling skillet of a cheesy pasta bake dotted with veggies. Especially now as the weather turns cool.

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What vegetables Are In It?

You really can add any type of veggies you like, but for this recipe, I think a combination of caramelized onions, mushrooms, and wilted spinach works really well.

red onions being sautéed in a cast-iron pan

The flavors are sweet and savory and it provides a good mix of textures that also holds up well to being baked. You can also omit the sauce for vegans and just top the veggies on some pasta, tossed with olive oil, and it’s still a tasty dish.

Pasta with Sautéed Veggies in a large dark orange bowl with a silver spoon

How do you make cheese sauce for pasta?

  • One of the easiest cheese sauces for pasta is a classic mornay sauce, which is essentially a creamy bechamel sauce with cheese.
  • It’s the sauce I use for my Ultimate Mac and Cheese Recipe which is oh so good! 
  • You’ll melt butter in a pan, then once foamy you’ll add some flour, whisk until a paste forms, then add the milk, simmer until thickened, season with salt and pepper. I also like to add garlic as well.
  • You’ll then add your cheese and that’s all there is to it!
  • Toss your pasta and veggies with the sauce, place in your skillet, top with more cheese, and bake. 

Grated cheese is added on top of a Pasta Bake with Veggies

Pasta sauces are really best when made from scratch! Some of my favorite homemade sauces are also the easiest! Such as Homemade Pesto Sauce, Roasted Tomato Sauce or Alfredo Sauce

Please let me know if you make this Pasta Bake with Veggies

by leaving a rating and review below!

Cheesy Pasta Bake with Veggies in a large white skillet

Cheesy Pasta Bake with Veggies

Yield: 6 servings
Prep Time: 30 minutes
Cook Time: 15 minutes
Total Time: 45 minutes

Learn how to make a comforting Cheesy Pasta Bake with sautéed vegetables. The perfect dinner idea for a Sunday Night Supper. Includes video tutorial.


For Pasta:

  • 1 lb (450 g) of your favorite cut pasta (penne, rigatoni, etc)
  • 2 tbsp (30 ml) olive oil
  • 2 ½ cups (595ml) red onion, sliced into half moons
  • 1 ½ tsp (7.5ml) balsamic vinegar
  • 2 ½ cups (595 ml) sliced mushrooms
  • 5 cups (1190 ml) of spinach
  • salt and pepper to taste

For Béchamel Sauce:

  • 2 tbsp (30 g) butter
  • 2 tbsp (15 g) flour
  • 2 cups (480 ml) of milk
  • ¼ tsp (1.25 ml) salt
  • freshly cracked pepper
  • 2 garlic cloves minced
  • 1 ½ cups (360 ml) Italian Blended Cheese (Provolone/Mozzarella for the gooeyness and Parmesan/Asiago for Flavor)
  • Fresh or dried Thyme for garnish


  1. Boil pasta according to package instructions.
  2. Meanwhile sauté the veggies. In a large oven safe skillet add olive oil and sauté red onion until soft and fragrant, add salt and pepper to taste and then add vinegar and cook until reduced slightly. Add mushrooms, cook until soft, then add spinach, cover and cook until wilted. Season veggies with salt and pepper to taste, remove from skillet and set aside.
  3. If you are Vegan. Simply toss the cooked pasta with 1 tbsp of olive oil, and the toss with the sautéed veggies and serve!
  4. For vegetarians who eat dairy, continue below.
  5. To make the sauce, heat the butter in the skillet until melted. Add flour and whisk until combined. Slowly add the milk and simmer until thickened. Add salt, pepper and garlic, and Worcestershire sauce. Stir to combine. Add ¾ cup of cheese to the sauce and combine. Set aside.
  6. Drain cooked pasta and place in a large bowl then toss with the sauce to coat well, then add veggies and toss. Place pasta in cleaned out skillet, top with remaining ¾ cup of cheese, and place skillet in oven under broil setting for 1 minute or until cheese is golden brown and melted.
  7. Serve oven-to-table with a tossed salad.
  8. Makes for great leftovers too!


*If you are NOT Vegetarian 4-5 dashes of Worcestershire Sauce is great in the Béchamel sauce. But for Vegans/Vegetarians please note most Worcestershire sauce has anchovies in it.

Nutrition Information:
Yield: 6 Serving Size: 1
Amount Per Serving: Calories: 201Total Fat: 9gSaturated Fat: 3gTrans Fat: 0gUnsaturated Fat: 6gCholesterol: 13mgSodium: 244mgCarbohydrates: 21gFiber: 5gSugar: 3gProtein: 11g
Brownie cake scooped into a mug with ice cream

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  1. What’s not to love about this recipe? I just made it (plus added the meat from a rotisserie chicken-based on a previous review) and popped it right into the freezer ready to take out and re-heat for a sick friend next week. The red onions, mushrooms and spinach made the most beautiful color, and I think are lovely on their own as a side dish. Couldn’t help sneaking a taste or two while they cooled. I didn’t see Worcestershire sauce in the list of ingredients but added a tsp or so, and no harm in that. The melted mozzarella was very gooey to mix, and I wonder if gruyère might be a little easier to work with. I think this serves more like 8-10 and had to put it in the biggest heat proof ceramic dish that I had. I live in Europe and was wondering about the metric quantities but I think that they’re ok after all. Thank you, Beth, for your inspiring recipes!

    1. Ha! You could TOTALLY Add chicken! I would add some shredded rotisserie chicken in with the cheese sauce. Hope you enjoy!

  2. Had bookmarked thus recipe for a lovely mg time but finally I made it tonight.. it was sooogood and flavorful. My Family loved it.

  3. I found your YouTube channels today and binge watched your videos! I think you are wonderful. I made a version of this tonight with kale and herbed goat cheese!

    1. Awe thank you! I’m so glad you found me and are enjoying the videos! Love that Kale Goat cheese combo! That sounds so yummy! xx