If you are up to putting in some elbow grease in the kitchen and making an incredibly delicious and healthy pasta casserole recipe, well then this Butternut Squash and Spinach Pasta Casserole Recipe with Caramelized Onions is for you.

Loaded with delicious veggies and a fabulous creamy bechamel sauce, each serving is just 5 Points. It does require lots of separate pots and pans for cooking various components of the casserole, but it is oh so worth it.

The garlic sauteed spinach, the onions caramelized in butter, and the roasted butternut squash all combine perfectly in this vegetarian pasta casserole recipe. I used fresh, whole milk buffalo mozzarella to top it with and it was amazing! It’s a big recipe, so we had lots of leftovers, and it re-heated very nicely as well.

This is definitely a Weight Watchers casserole recipe that will impress. And though I made it in the middle of a high temp summer, I’d ideally make this tomato-free pasta recipe in the fall, as the sage and nutmeg give it a fall-like flavor.

butternut squash and spinach pasta casserole

Butternut Squash and Spinach Pasta Casserole Recipe with Caramelized Onions

Calories192 kcal
Carbohydrates30 g
Fat4 g
Protein12 g
No ratings yet
Prep Time30 minutes
Cook Time1 hour 30 minutes
Total Time2 hours


Servings: 12
  • 2 cups dry - high fiber pasta (like Ronzoni Smart Taste)
  • 4 cups butternut squash - cut into small cubes
  • 3 large onions - thinly sliced
  • 16 oz fresh spinach leaves
  • 8 oz fresh - whole milk mozzarella, sliced
  • 15 oz container fat free ricotta
  • 2 tbsp light butter - I used Brummel & Brown
  • ¼ cup whole wheat flour
  • 1 ½ cups fat free milk
  • ½ cup fresh basil - finely chopped
  • ¼ cup fresh parsley - finely chopped
  • 6 cloves garlic - minced
  • ½ tsp nutmeg
  • ½ tsp dried sage powder
  • 1 tsp chili flakes
  • 1 tsp olive oil
  • 2 tsp salt
  • 1 tsp black pepper
  • ½ cup grated Parmesan


  • To roast the butternut squash, preheat the oven to 425F. Lightly spray the butternut squash with an olive oil mister and sprinkle with salt and pepper. Roast the butternut squash for about 30 minutes.
  • Meanwhile, set a non-stick skillet over medium heat and heat olive oil. Then add cloves of garlic and a pinch of chili flakes.
  • Heat until garlic begins to soften, about 2 minutes. Add in spinach and sauté until spinach is completely wilted. Set aside on a paper towel to drain.
  • Prepare pasta according to package directions. Drain and set aside.
  • To caramelize the onions, melt 1 tablespoon of butter in a large nonstick skillet over medium heat. Add the onions with a tsp of salt and cook down for about 20-30 minutes, until onions turn brown. Set aside.
  • To make the creamy sauce, bring the milk, nutmeg, sage, ½ tsp pepper, and remaining chili flakes to a simmer.
  • In a separate saucepan, make the roux by melting the remaining tbsp. of butter and then add in the flour. Stir until doughy (about one minute).
  • Whisk the milk into the butter and flour mix (the roux). It should be smooth and velvety, not chunky or too thick. If it is, just add some more milk to thin it out. Add in the Parmesan, and whisk until smooth. Set aside.
  • In a small bowl, combine ricotta, basil, remaining garlic, salt, pepper, and chili flakes.
  • Now, preheat the oven to 375.
  • In a large, 5qt casserole dish, place a layer of noodles, spinach, butternut squash, and onions, and then dot with a third of ricotta. Then cover with about 1/4 of the cream sauce. Repeat with the remaining ingredients until are used up.
  • Then top evenly with the sliced mozzarella.
  • Bake for about 20-25 minutes, or until bubbling.
  • Turn the broiler on and bake for another 5 minutes, or until browned on top.
  • Remove from oven and let cool for about 15-20 minutes.


1 Oven


Serving: 0.08 (1/12th) casseroleCalories: 192 kcal (10%)Carbohydrates: 30 g (10%)Protein: 12 g (24%)Fat: 4 g (6%)Fiber: 4 g (17%)
CourseMain Course Recipes
CuisineItalian Recipes
Cooking Method: Baking Recipes
Main IngredientButternut Squash Recipes, Pasta Recipes, Spinach Recipes
CategoryCasserole Recipes
Tried this recipe?Mention @laalooshrecipes or tag #laaloosh!

You May Also Like


As your average, every day, All American woman, I look forward to sharing with you my thoughts and ideas on many different topics that interest me such as dieting, health & fitness. Trust me when I tell you that this is one site you NEED to bookmark! I have the most amazing recipes with Weight Watchers Points that you won’t believe are low calorie! As an avid Weight Watchers follower, I have learned so many helpful tips and tools over the years that I am eager to share.


  1. Would it turn out ok if I just mixed out all together then put it in a casserole dish?

    • Wendy Reply

      I personally haven’t tried it, but I can’t see why it wouldn’t work. Come back and let us know how it goes!

  2. Cindy Resnik Reply

    LOVE this!!!!! To make it even more WW friendly and because I love eggplant so much, Instead of the pasta I used 4 cups of cubed (small cubes) eggplant. SOOO good. It took me a bout an hour and a half but it makes a ton and I am set for the week and I will freeze some. I love your recipes…you had me hooked after I made the salmon with cream sirachi sauce! Keep’em coming and THANK YOU!

  3. This sounds so good! Do you measure the dry pasta in a measuring cup or by the ounce? Also, what shape pasta did you use?

  4. This was a total waste of time and money. I’m sorry, but it was horrible! The whole thing went down the garbage disposal after a few bites.

  5. This recipe is amazing. The flavour was deep: caramelized onions and nutmeg make it delicious, the cream sauce made from whole wheat flour was rich and satisfyling. I make it, freeze it in portions and bring it to work for lunch. It is really satisfying. Well done LAALOOSH, keep them coming!!!!!!!

  6. This recipes is amazing. The flavour was deep: caramelized onions and nutmeg make it rick, the cream sauce made from whole wheat flour was rich and delicious. I make it, freeze it in portions and bring it to work for lunch. It is really satisfying. Well done LAALOOSH, keep them coming!!!!!!!

  7. I tried this one a few weeks ago. I wont be making it again. I don’t know if the recipe calls for way to much Nutmeg, or (more than likely) I was a little heavy handed with the measurement. I am blaming myself. Not the recipe, but mine ended up tasting very christmassy

    The time it took to make this was well off the 30min that the recipe states for me, I think all in all it took around 2 hours just to do the preparation. (the onions took forever!).
    When i sat down to eat this, it seemed like a LOT of effort for something which was ok, not not worth the time, and once id finished id then had A LOT of washing up to do. lol

    • I used Ronzoni Smart Taste. But you can use any kind of high fiber noodles. Lasagna noodles would work well too, just use the whole wheat kind.

  8. cook who needs help Reply

    I am new to the site. Tried to make this recipe and I ran into some issues… I printed the recipe before the update but I also notice the parsley is not listed in the directions. Garlic and Chili powder are put into a couple pans but there was never clarification of how much went in each pan. I wound up making this in a 2.2 quart pan and it just filled it, not sure how I could have filled a 5 quart pan am I missing something. I had like no noodles too!? This will go in the oven tomorrow but help me so I can perfect it next time

    • Life time WW Reply

      I had the same issues had a 5qt. dish ready and the pasta was lost, transfered to 9×13 could have been smaller. Had the entire family looking to see if I was missing parsley. Was very good but, felt had it to many flavors going on to enjoy any of them. Think also will cut back on amount of garlic.

  9. This sounds fabulous! Do you just layer the roasted butternut squash along with everything else???

    • Yes! I just realized that I forgot to mention that in the directions. Updating now… ;)

Write A Comment

Recipe Rating