YIELDS: 10 Servings

PREP: 20 mins

TIME: 1 hour 30 min


  • Salt
  • 1 lb. pasta shells
  • 3 tbsp. Butter, plus 2 tbsp. Melted butter, plus more for greasing
  • 4 tbsp. Cloves garlic, minced
  • 3 tbsp. All-purpose flour
  • 3 cups milk
  • Freshly ground black pepper
  • 2 cups (8 ounces) blocks cream cheese, cut into cubes
  • 3 cups shredded mozzarella
  • 1 ½ cups freshly grated Parmesan, divided
  • 2 (10 oz) packages frozen chopped spinach, thawed and drained
  • 2 (15 oz) cans artichoke hearts, drained and chopped
  • 1 cup panko bread crumbs


  1. Preheat oven to 375. Butter a 9×13” baking dish. In a large pot of salted, boiling water, cook pasta until al dente. Drain and set aside.
  2. In a large saucepan over medium high heat, melt 3 tablespoons butter. Add garlic and cook until fragrant, 1 minute. Add flour and cook, stirring, 1 minute. Pour in milk and continue whisking until combined. Season with salt and pepper. Let simmer until slightly thickened, 2 minutes. Stir in cream cheese until melted.
  3. Remove pan from heat and whisk in mozzarella and 1 cup of Parmesan. Continue whisking until melted and smooth. Stir in spinach, artichoke, and cooked pasta and transfer to prepared baking dish.
  4. In a small bowl, combine remaining ½ cup Parmesan with panko and melted butter. Sprinkle mixture over macaroni.

Bake until bubbly and golden, about 30 minutes. Let sit 10 minutes before serving.