Creamy, cheesy, hot and steamy. Simple, unpretentious and so satisfying. It's food that soothes. And for many, it's connected to so many memories of home and family. How could anyone not love macaroni and cheese?

The first time I made macaroni and cheese I used a recipe from the red and white checkered Better Homes and Gardens New Cookbook that my mom and dad gave me for Christmas one year. I was in high school then. That recipe became a family favorite as my boys were growing up. On a chilly night in North Dakota, I'd transfer the steaming dish of comfort from the oven to the supper table. It was already dark outside, but the mac and cheese was like a bright sunshine glowing on our table. And, I must say, a scoop of this hot elbow macaroni in a thick cheese sauce with a hot dog pulled out of a pot of simmering water met the approval of each of us around our table.

My boys also loved the macaroni and cheese their grandma made for them. My mother-in-law would start with a layer of cooked spirals of pasta in the bottom of a glass baking dish. She'd arrange slices of processed American cheese over the cooked pasta, then dot the cheese with little bits of butter. After going through this process a few times, the dish was ready to bake. It would be in the oven just long enough for the cheese to melt and noodles peeking around the edge of the baking dish would be golden. Her face, beaming with joy and satisfaction as she watched her favorite little boys eat her macaroni and cheese, was the bright glow of sunshine in her kitchen.

Pasta Au Gratin is a combination of those two old favorites. Spiral noodles layered in a dish with cheese just like Grandma used to do. A layer of white sauce similar to the one I used to make from the Better Homes and Gardens cookbook. Fresh baby spinach leaves, cut to shreds and added to the white sauce, is something new. A little bit lighter and a tish more healthful than those memory-filled dishes.

If you've never made a white sauce, this is a good time to try. Flour is added to melted butter and cooked in a saucepan to make a roux. With the addition of warm milk, it becomes a béchamel sauce, one of the mother sauces of French cooking. Since we're using French techniques here, we just can't call this dish Macaroni and Cheese. Pasta Au Gratin (oh GRAH-tan) is much more appropriate - layers of pasta, béchamel sauce and cheeses, with the top layer of cheese melted and browned. I used some chunks of odds and ends that I had in the refrigerator - some Gruyere, Provolone and Swiss and a tiny little scrap of sharp Cheddar. You may want to use just one cheese or you might choose a mix of several. Use the kind of cheese your family likes to eat.

This pasta dish makes a great side to roast beef or pork or your favorite sausage. It can also be the star of the show with a side salad of fresh greens and vegetables and some fresh fruit.

Bon appétit!

Pasta Au Gratin

1 tablespoon butter for greasing baking dish

1 tablespoon salt

1 pound rotini or fusilli

3 tablespoons butter

2 tablespoons flour

1½ cups warmed milk

2 cups (8 ounces) of grated cheese of choice

1 cup fresh spinach leaves (packed), shredded

Salt and pepper

Pinch of ground nutmeg

Preheat oven to 350 degrees. Use 1 tablespoon butter to coat the inside of a 2-quart glass baking dish.

Bring 4 quarts of water to a boil in a large (5- or 6-quart) pot. Once water has come to a full rolling boil, add 1 tablespoon salt along with the pasta. Cook pasta al dente, or until it still has a bit of a bite.

While pasta is cooking, melt 3 tablespoons butter in a heavy saucepan over medium heat. Off the heat, blend in 2 tablespoons flour until mixture is smooth. Now you have a roux. Place the saucepan back on the heat and cook the roux, stirring constantly for 2 minutes. Do not brown. Off the heat, gradually whisk in the warm milk. Return the sauce to the heat and continue whisking/stirring constantly, until mixture starts to bubble. Stir in shredded spinach. Season with freshly ground black pepper and nutmeg and just a tiny bit of salt. Remove from heat.

Drain pasta well. Layer a third of the pasta in the bottom of the prepared baking dish. Pour ½ cup of the sauce over the pasta. Top that with a third of the grated cheese. Repeat the layers twice, ending with cheese on top.

Bake in preheated oven for about 30 minutes, until top is golden brown and cheese is melted. Serves 4.

Tips from the cook

--It really does take that much water to boil a pound of pasta. Pasta needs space. Be sure to stir the pasta during the first couple of minutes of cooking to prevent the noodles from sticking together. A large pot of boiling water will return to a boil more quickly once pasta is added.

--Using warm milk to make the white sauce will make it much easier to blend into the roux, resulting in a smooth, lump-free sauce. It will also come to a boil and thicken more quickly.