I love pasta dinner nights at home because that usually means I’m going to have fun finding some new way to add more vegetables to my pasta dish in order to bulk it up and use less carb-heavy noodles.

This Spinach, Mushroom and Caramelized Onion Pasta Recipe uses caramelized onions, which adds a mildly sweet and smoky flavor, and the spinach and mushrooms contribute a wonderful earthiness.

Top all this off with a creamy, Parmesan sauce and you’ve got one fantastic Weight Watchers Vegetarian Pasta Recipe that clocks in at just 7 Points for each hearty serving.

This dish was a huge hit with my picky husband, so I’ll be making this one again and again. Enjoy!

mushroom spinach and caramelized onion pasta

Spinach, Mushroom, and Caramelized Onion Pasta Recipe

A velvety, creamy vegetarian pasta recipe that is a trifecta of mouthwatering flavors. The sweetness of the caramelized onions, the earthiness of the spinach and mushrooms, covered in the smooth parmesan-based cheese sauce, make for one fantastic dish.
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Prep Time 10 minutes
Cook Time 50 minutes
Total Time 1 hour
Servings 6
Calories 276 kcal


  • 1 Skillet


  • 8 oz whole wheat linguini pasta
  • 8 oz mushrooms - 1 package, sliced
  • 6 oz baby spinach leaves - 1 package
  • 2 large onions - thinly sliced
  • 2 tbsp light butter
  • 2 tbsp balsamic vinegar
  • 1 tsp olive oil
  • 3 cloves garlic - minced
  • 1 cup grated parmesan cheese
  • 1 cup fat free milk
  • Salt and pepper to taste
  • Fat free chicken broth as needed - or use a substitute broth to keep it vegetarian


  • Caramelize onions by melting butter in a large, nonstick skillet over medium-high heat. Then, toss in onions and cook for about 20-30 minutes, or until the onions are caramelized. Make sure to stir continuously to avoid onions from sticking to the bottom of the pan, adding in broth tbsp by tbsp as needed to avoid burning and sticking. Right before the onions are finished, add in balsamic vinegar, and stir the onions, scraping up all the bits at the bottom of the pan. Remove onions and set aside.
  • Prepare pasta according to package directions.
  • While pasta is cooking, use the same pan that was used to caramelize the onions, and heat oil in it over medium-high heat. Add in garlic and sauté until fragrant, about 1-2 minutes. Stir in sliced mushrooms and sprinkle with a bit of salt. Turn heat to medium, and cook, stirring frequently, until the mushrooms have softened, about 15 minutes.
  • Return onions to the pan and then stir in milk and parmesan cheese. Mix well and season with salt and pepper as desired. Cook over medium heat, stirring frequently until the parmesan is fully melted and the sauce is well combined.
  • Drain pasta, and place hot noodles in a large bowl. Stir in the fresh spinach leaves, and toss well with the hot pasta until the spinach starts to wilt.Pour the mushroom and onion sauce mixture over the pasta noodles and mix well. Add additional salt and pepper as needed.


Serving: 1 cupCalories: 276 kcal (14%)Carbohydrates: 37 g (12%)Protein: 14.5 g (29%)Fat: 8 g (12%)Fiber: 5 g (21%)
Tried this recipe?Let me know how it was!

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  1. Yummmm!! I added extras: asparagus, chicken cut small pieces, bacon! Scrumptious!! Thank u for this recipe!

  2. Made this tonight and it was amazing! A little time consuming but totally worth it! Thanks for the great recipe!

  3. I just made this for dinner and it was delicious. Rather than pasta I used zucchini noodles. Thanks for a great recipe!

  4. Lisa Harrison Reply

    Thanks for the recipes, love trying them. I added chicken to this as well.

  5. Made this the other night and it was so good! I added chicken breast to the recipe and my family devoured it. Love your site and your recipes! Thanks for posting such tasty Weight Watcher recipes.

    • I think the protein comes from the parmesan cheese – I was also wondering that and looked it up. There are 38 grams of protein in one cup of grated parmesan cheese. I was quite surprised to see that.

    • I think the mushrooms mentioned in step 1 is a typo, and it should say onions instead. It says to add mushrooms to the garlic in step 3.

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