UPSCALE MAC AND CHEESE

1 pound orecchiette or other shaped pasta, uncooked
1 cup sour cream
1 tablespoon olive oil
6 tablespoons (3/4 stick) unsalted butter
1 onion, diced
1/3 cup all-purpose flour
3 cups low-fat milk (or any type except skim)
8 cups baby spinach, thick stems removed
2 roasted red bell peppers, peeled, cored, seeded and pureed
1 1/2 cups (about 7 ounces) grated sharp cheddar cheese
1/2 cup grated Parmesan cheese
1 (3 ounce) package cream cheese, cut into 1-inch pieces
1/2 cup sun-dried tomatoes
Juice of 1 lemon
2 teaspoons salt
1 teaspoon freshly ground black pepper
2 tablespoons fresh marjoram or 2 teaspoons dried marjoram

Preheat oven to 350 degrees F. Lightly grease a 9-by-13-inch baking dish.

Prepare the orecchiette according to package directions, until not quite al dente. Rinse and drain well. Transfer to a large bowl and toss with sour cream just until mixed. Set aside.

Meanwhile, in a large saucepan over medium heat, combine olive oil and butter. Add onion and saute for 3 to 4 minutes or until translucent.

Whisk in flour and cook, stirring constantly, for 3 minutes, or until the flour turns light brown.

Slowly whisk in milk and cook, stirring constantly, until mixture comes to a boil and thickens, 3 to 4 minutes.

Remove from heat and stir in spinach, pureed peppers, cheddar, Parmesan, cream cheese, sun-dried tomatoes and lemon juice. Stir until the cheese has melted and spinach has wilted.

Add cheese mixture to pasta mixture. Add salt, pepper and marjoram and toss until well-blended. Transfer to baking dish.

Bake, uncovered, for 35 to 40 minutes or until bubbly around edges and slightly browned on top. Let cool at least 10 minutes before serving.

Servings: 12
Adapted from source: The Foster's Market Cookbook by Sara Foster