INGREDIENTS

• 1 (16-ounce) box shell pasta
• 2 cups cauliflower florets steamed, slightly and roughly chopped
• 1 cup broccoli florets, cut into bite sized pieces
• 1 cup spinach leaves, roughly chopped
• 16 ounces shredded extra sharp white cheddar cheese, divided
• 4 tablespoons butter
• 3 1/2 cups milk
• 4 tablespoons all-purpose flour
• 2 teaspoons black pepper
• 1 teaspoon salt
• 1 cup panko bread crumbs

DIRECTIONS

1. Preheat over to 350°F. In a 5-quart Dutch oven, cook, drain and rinse the pasta well. Return the pasta to the pot you boiled it in.
2. While the pasta is cooking, begin making the cheese sauce by melting the butter over medium high heat in a saucepan. Add the salt and pepper to the melted butter and whisk in the flour to create a thick paste. Continue whisking another 2 minutes until slightly golden. Add 1 cup of the milk to the sauce pan and whisk until all the flour and butter has blended into the milk. Add the remaining milk and whisk continually until the sauce comes to a boil and thickens, about 10 minutes. Remove the sauce pan from the heat and whisk 8 ounces of cheddar cheese in to the sauce until melted. Set aside.
3. Add the cauliflower, broccoli, spinach to pasta in the pot. Mix until well combined.Pour the cheese sauce over the ingredients in the pot and mix well. Spread the remaining shredded cheese over the top. Sprinkle the bread crumbs over the cheese.
4. Bake in a 350°F. degree oven for 30 minutes or until bubbling and the bread crumbs are golden.