This is a giant pan of veggies, chicken, and PASTA in a garlicky, creamy cauliflower sauce… sprinkled with breadcrumbs and parmesan and baked to perfection so it can make your house smell like heaven and feed your whole clan at ONCE.  The best kind of meal.  Everyone ate this. My boys skipped the mushrooms but I’m still calling it a win. Especially because I got extra mushrooms.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

Has anyone already tried the creamy cauliflower sauce from Lindsay over on Pinch of Yum? I love everything she does. So I knew it was a safe place to start.  I adapted it only slightly to make it a little lower in fat, and the second it was blended and I dipped my spoon in that blender, I knew this couldn’t go wrong. Already so good.  Like a creamy soup… I legit could have poured it in a bowl and eaten it with crusty bread.

But I didn’t.  I shared it with everyone.  That’s the kind of person I am.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

I knew my goal was to beef this up with plenty of veggies and chicken… so all those demonized pasta-carbs would be balanced out a bit.  IT TOTALLY WORKED.  I thought about using some lower carb, higher protein pasta and you totally could– but since I’m always running out of protein, I decided I’d rather get to eat plenty of chicken even if it meant 5-10 more carbs.  You decide!

So I started by sautéing some onions, mushrooms, zucchini, and spinach in a little cooking spray with salt and pepper.  ALMOST added garlic since I always do, but resisted since there’s lots in the sauce.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

After emptying out the pan, I cooked my chicken in the same hot pan.  Didn’t overcomplicate this part, just threw on some simple dry seasonings till it tasted good…  careful not to stir it around… you want to let it get nice and brown! So what if you can never get your pan clean again. DO IT for the flay-vuuuh.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

Now that moment. It’s like the moment you stir the chocolate chips into cookie dough and it becomes the most beautiful thing you’ve ever seen and you feel so proud of your work.  You’re an artist.  It’s therapeutic. Is this just me? Maybe I need real therapy– but I won’t get it… I’ll definitely just make more pasta and cookies.

Anyway stir it all together. Oh yeeeeaaahhhhh……

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

Now dump that marriage of delicious comfort foods into a LARGE pan and top with bread crumbs and parmesan. I used this extra deep 9×13. You could do two pans, really whatever it will fit in! If it’s shallower, you’ll just get your breadcrumbs spread around more which could be good. And can we talk about breadcrumbs for a second? They sound all indulgent and carby like you might be tempted to edit them out of your pasta bake…  but I think this added like 2-3 carbs per serving.  That’s nothing. Give yourself some breadcrumbs.  But make em chunkier than mine because I regretted that.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

Throw it in the oven and clean your kitchen while it bakes! My favorite thing about this kind of dinner.  SO nice to eat in a clean kitchen rather than my usual situation (counters covered with toppings for burgers, tacos, or salads… what are you gonna do. sigh….)

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

This was my bowl, a totally decent 300 gram serving which came to 42c/4.5f/41p.  Only 364 calories.  CRAZY! Definitely room for more or for a side salad. I was lazy and hadn’t made one so I just threw a pile of arugula in with mine and hit it with a little olive oil spray, salt, and pepper. My back-up filler when I want my bowl stuffed fuller for almost zero macros.

And the FAT! Honestly I calculated the numbers after I ate it and I was SHOCKED that the fat was that low.  Even though I should have known by what I put in it. But it was so tasty and legit I still couldn’t believe it.  My kids and Ross loved it and NO one had any weird suspicion that they were eating this sneaky ninja cauliflower sauce.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

If you want yours extra creamy, leave out some pasta at first until you see how coated it is.  We baked the leftovers a second time and by then it had soaked up a lot of the sauce and dried up a little. I still loved it. But a warning if you want it super creamy, maybe keep your sauce to pasta ratio higher than I did. If you count macros, you could just log ¾ (or whatever you use) of your package of pasta instead of the whole (for instance.)

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

We’ve got months of comfort-food needs ahead and I foresee lots of pasta.  Really feeling it.

Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce
Skinny Macro Friendly Pasta Bake with chicken, mushrooms, spinach and cauliflower cream sauce

Skinny Mushroom and Thyme Pasta Bake with Chicken and Creamy Cauliflower Sauce

The ultimate comfort food made so skinny! You’d never even know… This makes a huge, deep pan and is exactly what I did.  But you could cut it in half and still bake it in a 9×13.  It would just be shallower. Or any pan slightly smaller than that would work great.  Really whatever it fits in!
5 from 2 votes
Author Lillie
Course Pasta
Cuisine American
Prep Time 40 minutes
Cook Time 25 minutes
Servings 10
Calories 364 kcal


For the Cauliflower Cream Sauce: (Adapted from Pinch of Yum- my all time favorite food blog.)

  • 8 cloves minced garlic
  • 1 tbs butter
  • 5-6 cups cauliflower florets I used two fresh 10 oz bags. So 20 oz total
  • 6 cups chicken stock only 1 cup of which is added to the sauce later
  • 1 tsp salt
  • 1/2 tsp pepper
  • 1/2 cup low fat milk

For the Pasta

  • 16 oz sliced mushrooms
  • 1 zucchini chopped 156 g
  • 1/2 a large onion diced (170 g)
  • 5 oz fresh spinach
  • 1.5 tsp salt or more to taste
  • 2-3 tsp fresh thyme
  • 1 lb pasta I’m loving Cavatappi
  • 60 grams of breadcrumbs*
  • 1/2 tsp garlic salt
  • 1/2 tsp Italian seasoning or more thyme
  • 1/4 cup plus 2 tbs parmesan cheese
  • 1 whole batch of cauliflower cream sauce
  • 3 lbs chicken breast chopped
  • * For breadcrumbs: I used scraps from the bolillo rolls I hollow out for my sandwiches. Just a quick spin in a food processor OR just chop em up for a chunkier crumb. I regret processing mine too much… I prefer bigger chunks.


Make your Sauce** (See shortcut version below!)

  • Bring 6 cups chicken broth to a boil in a large pot (or enough to cover the cauliflower). Add the cauliflower and cook, covered, for 7-10 minutes or until cauliflower is fork tender. Do not drain.
  • While the cauliflower cooks, sauté the garlic and butter in a large nonstick skillet over LOW heat. Cook for several minutes until the garlic is soft and fragrant but not brown. You don’t want it bitter!  Remove from heat and set aside.
  • Use a slotted spoon to transfer the cauliflower pieces to your blender. Add 1 cup of the hot chicken broth, the sautéed garlic/butter, salt, pepper, and milk. Blend or puree for a few minutes until the sauce is very smooth.  You can add more broth or milk depending on how thick you want the sauce.  Discard remaining broth. The one cup was perfect for mine. Set sauce aside.

** UPDATE– I’ve gotten lazy and it’s working: You can also just steam your cauli in a bag, whether you buy fresh or frozen, florets or even riced.  I just steam in the bag as directions allow so it’s nice and soft… then throw it in the blender with my sauteed butter and garlic… and the rest of the ingredients. Just 1 cup of chicken broth! So easy!

    Cook Pasta

    • Cook pasta for 1-2 minutes less than the package directions. You want it to be slightly undercooked inside since it will cook more in the oven. Strain and rinse with cold water to stop the cooking.

    Saute Veggies

    • Spray your LARGE skillet (the one that had the garlic butter) with olive oil spray and bring to high/medium heat.  Add your mushrooms and a tsp of kosher salt and cook down for a minute.
    • Add zucchini and onions once the mushrooms have shrunk enough to give you some space.
    • Sauté for several minutes until veggies are tender.
    • Add spinach, thyme, and other ½ tsp salt.  Sauté for an additional minute until spinach is wilted. Transfer veggies to another dish

    Cook Chicken

    • Chop chicken into bite size pieces, pat with paper towels to remove moisture, and sprinkle with kosher salt, pepper, a little garlic salt and Italian seasoning (optional.)
    • Heat the same large skillet with some cooking spray to medium/high heat. (It’s ok if it’s brown on the bottom, that just adds flavor and color to the chicken!)
    • Place cubed chicken in single layer in HOT uncovered pan and don’t stir. Leave for 1-2 minutes until nice and browned. (This is when I season the back side.)
    • Flip and cook on the other side for another minute. Might need to do this in two batches. I did.


    • Now stir it ALL together in your big pasta pot. Pasta, veggies, chicken, sauce, PLUS the ¼ cup parmesan.
    • Pour into one LARGE casserole dish or two smaller ones. I fit mine into a deep 9×13 but it was full!
    • Stir bread crumbs with ½ tsp each garlic salt and Italian seasoning and spread over top of dish.
    • Spray top of bread crumbs with olive oil spray*
    • Bake at 400 for 15-20 minutes just until bread crumbs are browned


    • *If you don’t mind a little more fat, drizzle a tbs of butter over the breadcrumbs (or toss them in it before topping the pasta) for extra YUM. This turned out SO low in fat (FLOORED) there’s certainly a little room for it. Or drizzle butter on half for your kids! Or add more parmesan or a shredded gruyere to the top!
    • Next time I’ll add even more veggies just to stretch the macros even farther because they were delicious and certainly not too much.
    • If you count macros and want to add this recipe into My Fitness Pal, you should be able to “import the recipe” straight from the URL of this post. If you decide to half it, you can of course adjust all of the amounts, OR just tell MFP it made exactly twice as much as it did when you weigh your dish at the end. You can read over here about how to enter in and log a recipe. But here’s a cheat sheet.
      • Import or add ALL of these ingredients to the list in your recipe, the raw pasta and chicken amounts etc…
      • Weigh your empty dish before you pour the whole pot of pasta into it. Make a note where you can save it for future use as well. Bake.
      • When you pull it out of the oven, weigh it again, subtract out the weight of the pan. THAT weight is your number of servings in this dish. My finished product weighed about 3100 grams, so I told my recipe it made 3100 “servings”. Go back into your recipe and edit it to show that. Now you can decide to have 300 grams or 436 grams and log easily.
      • (TIP: make sure you’ve got your diary set to use decimals in the serving size and not fractions or you won’t be able to log the large numbers of servings.)


    Serving: 300g of pastaCalories: 364kcalCarbohydrates: 42gProtein: 41gFat: 4.5gSaturated Fat: 2g
    Keywords bake, casserole, cauliflower, chicken, cream, mushroom, pasta, sauce, thyme

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    About the Author

    Hello. My name is Lillie. I’m not a registered dietitian, or a macro coach, or a public figure or culinary genius. I’m a mommy of four who FOUND macro-counting and fell in love with this balanced approach to food...

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    Recipe Rating


    1. Can’t wait to try this! Have you tried freezing the leftovers? Or doubling it and freezing half before or after baking?

    2. 5 stars
      Thank you Lillie for another recipe that has been a HIT! My husband usually hates cauliflower substitutes in recipes but he couldn’t even tell what the sauce was until after I told him! He loved this recipe and so did I.

    3. 5 stars
      So good – I follow all your recipes exactly so I can track macros. This one was winner for everyone. Perfect balance of protein, veggies and pasta and that sauce!

      10/10 will add to weekly rotation.

      P.S my BFF and I have all your cookbooks and we love your flavor profiles. Haven’t made a single thing we didn’t love so thank you for putting the time into weighing and measuring making it so easy to follow!

      1. I was wondering the same thing, so I compared a box of Banza to a regular box of Barilla pasta:

        Banza has 4-6 grams MORE of Protein, 5-7 grams LESS of Carbs, and 1-2 grams MORE of Fat.

        Hope that helps! I’m making this tonight and can’t wait to try it out!!

    4. Hi Lillie!

      I just made this recipe and i have a feeling something is off with your recipe card. I only used 12 oz of pasta and 1.6 lb of raw chicken and my macros were way higher than what you have listed for 1 lb of pasta and 3 pounds of chicken?? I could barely fit this amount in my 9×13 baking dish! 3 pounds of raw chicken is a lot! Unless this was measured as cooked chicken?

    5. I made a big batch of the sauce to use in multiple different recipes. Do you know how many grams of sauce I specifically need for this recipe?!

    6. Could you get the print function to run without all the ads? It’s adding so much spammy garbage to the page 🙁

      1. I’m so sorry that’s so annoying! It’s a tricky balance finding a way to be compensated a bit for the free content without driving you nuts!

    7. Do you think the pasta could be sub for spaghetti squash?? Looking to bulk up the veggies and bring the carbs down so i can have a bigger portion or save the carbs for dessert.

    8. Can I sub hemp milk for the low fat milk and use vegan butter? My son has a dairy and tree nut allergy. Thanks!

      1. I just keep it in my fridge for a week or so, then freeze it if not using! I’ve seen readers freeze in ice trays!

    9. Do you have the macros for just the creamy cauliflower sauce? I have extra I’m wanting to use but not sure how to track it as I forgot to weigh the whole thing and already used 400g on the spaghetti squash casserole?

      1. Yes! The Creamy Cauliflower spaghetti squash bake, the chicken divan, and you can use it instead of basic blended cauliflower in the creamy tomato chicken soup! Also great to just throw over some pasta or squash with chicken or ground turkey…

    10. Loved this recipe! I don’t remember the last time I ate pasta and had no guilt afterwards. Such a cozy meal for my family in our snowy weather!

      1. I’m so glad! I remember the first time I made it thinking the same thing. Like before I tracked macros I really NEVER ate pasta. It just seemed like such an obviously dangerous choice. Now I feel like it’s no big deal!

    11. This was really good. Lacy left the mushrooms out since I hate those, which probably makes you sad. Very good recommendation. I probably ate at least two servings, but that’s still pretty good.