Why You’ll Love This Recipe
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No cream needed: Creamy texture comes from milk, flour, and cheese
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Vegetarian & customizable: Can be made vegan or gluten-free
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Flavor-packed: Sun-dried tomatoes, mushrooms, garlic, and herbs bring big taste
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Simple & satisfying: Ready in just over 30 minutes
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Balanced: A lighter pasta dish that doesn’t skimp on richness
ingredients
(Tip: You’ll find the full list of ingredients and measurements in the recipe card below.)
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16 ounces whole-wheat penne pasta
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1 tablespoon olive oil
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1½ teaspoons crushed red pepper flakes
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8 ounces baby bella mushrooms, sliced
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2 cups spinach, chopped
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5 cloves garlic, chopped
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1 cup sun-dried tomatoes (drained from oil and chopped)
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2 tablespoons unsalted butter
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2 tablespoons whole wheat flour (or regular flour)
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3 cups whole milk (or 2% reduced-fat)
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½ teaspoon black pepper
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¼ teaspoon salt (adjust to taste)
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½ cup shredded parmesan cheese
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½–¾ cup reserved starchy pasta water
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½ cup fresh basil, chopped
directions
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Prep ingredients: Boil a large pot of salted water. Slice mushrooms, chop spinach, garlic, and sun-dried tomatoes.
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Cook pasta: Add pasta to boiling water and cook according to package directions. Reserve ¾ cup pasta water before draining.
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Sauté veggies: In a large pan, heat olive oil on medium. Add red pepper flakes, then mushrooms. Cook for 4 minutes until softened.
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Add greens: Add spinach and stir until wilted. Add garlic and sun-dried tomatoes. Cook 2 minutes more.
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Make roux: Add butter to the veggies, let it melt, then stir in flour and cook 1 minute.
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Make sauce: Slowly add milk, stirring constantly to prevent lumps. Add salt and pepper. Simmer gently until sauce thickens and bubbles form.
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Combine pasta: Add drained pasta to the sauce. Stir well.
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Finish with cheese: Stir in parmesan cheese and reserved pasta water a little at a time until the sauce is silky and coats the pasta.
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Top with basil: Sprinkle fresh basil over the top and serve hot.
Servings and timing
Servings: 5
Prep time: 15 minutes
Cook time: 20 minutes
Total time: 35 minutes
Variations
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Vegan: Use plant-based butter, dairy-free milk (like cashew), and skip the cheese or use vegan cheese
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Gluten-free: Use gluten-free pasta and gluten-free flour for the roux
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Add protein: Toss in cooked chicken, tofu, or white beans
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More veggies: Add zucchini, bell peppers, or roasted cherry tomatoes
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Spicier version: Add more crushed red pepper or a pinch of cayenne
storage/reheating
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Storage: Store in an airtight container in the refrigerator for up to 3 days
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Reheating: Reheat gently on the stove with a splash of milk or water to loosen the sauce
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Freezing: Not recommended due to dairy; sauce may separate upon thawing
FAQs
Can I use regular white pasta?
Yes, any pasta shape will work—penne, rotini, farfalle, or even spaghetti.
What milk is best?
Whole milk gives the creamiest result, but 2% works. Avoid skim milk, as it’s too thin.
Can I skip mushrooms or spinach?
Yes, feel free to omit or swap with other veggies like kale or broccoli.
Will the sauce curdle if I add milk too fast?
Yes, add milk slowly and stir constantly to avoid curdling and clumps.
Is the pasta water necessary?
Yes, it helps the sauce cling to the pasta and gives it a silky finish.
Can I prep this ahead of time?
You can prep the sauce a day ahead and reheat before tossing with freshly cooked pasta.
How do I avoid a watery sauce?
Add pasta water gradually and simmer until thickened to your liking.
What cheese can I use instead of parmesan?
Pecorino Romano or Grana Padano are great substitutes.
Does it taste like cream-based pasta?
Yes, it’s rich and creamy despite having no cream—thanks to the roux and milk.
Can I use low-fat dairy?
2% milk is fine; avoid skim for best results. Whole milk is ideal.
Conclusion
This Sun-Dried Tomato and Spinach Pasta delivers creamy comfort without the heaviness of traditional cream-based sauces. It’s quick to make, packed with flavor, and easily adaptable to your dietary needs. Whether you’re looking for a healthy-ish weeknight dinner or a special meatless main, this dish checks all the boxes.

Sun-Dried Tomato and Spinach Pasta (no cream, vegetarian, GF option)
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These Spider Pizza Bagel Bites are a fun and spooky Halloween snack that kids can help make! Made with mini bagels, tomato sauce, cheese, and black olives, they’re simple, healthy, and perfect for parties or a festive lunch.
- Total Time: 25 minutes
- Yield: 6 servings
Ingredients
6 mini bagels
2 cups shredded cheese
18 black olives
1 cup pizza sauce or spaghetti sauce
Instructions
- Preheat the oven to 425°F (220°C).
- Cut the mini bagels in half and place them in an even layer on a baking sheet.
- Spread 1 tablespoon of sauce over each bagel half.
- Top each bagel half with shredded cheese.
- Cut 6 olives in half and place one half in the center of each bagel half (these are the spider bodies).
- Slice the remaining olives into thin pieces. Arrange 4 slices on each side of the olive halves to form spider legs (8 legs total per spider).
- Bake for 15 minutes, or until the cheese is melted and bubbly.
- Serve warm and enjoy!
Notes
- Make it gluten-free by using gluten-free mini bagels.
- For a spicy kick, sprinkle crushed red pepper over the cheese before baking.
- Let kids help with assembly for a fun and interactive kitchen activity.
- Author: Monica
- Prep Time: 10 minutes
- Cook Time: 15 minutes
- Category: Snack, Appetizer
- Method: Bake
- Cuisine: American
- Diet: Vegetarian
Nutrition
- Serving Size: 1 serving
- Calories: 318
- Sugar: 7g
- Sodium: 762mg
- Fat: 15g
- Saturated Fat: 8g
- Unsaturated Fat: 6g
- Trans Fat: 0g
- Carbohydrates: 31g
- Fiber: 2g
- Protein: 15g
- Cholesterol: 38mg