Cheesy Veggie Mac

1 (16-ounce) box of shell pasta

2 cups of cauliflower florets steamed slightly, roughly chopped

1 cup of broccoli florets cut into bite-sized pieces

1 cup of fresh spinach leaves roughly chopped

16 ounces of shredded extra sharp white cheddar cheese divided

4 tablespoons of butter

3 1/2 cups of milk

4 tablespoons of all-purpose flour

2 teaspoons of black pepper

1 teaspoon of salt

1 cup of panko bread crumbs

1. Preheat over to 350°F. Cook, drain and rinse the pasta well. Return the pasta to the pot you boiled it in.
2. While the pasta is cooking, begin making the cheese sauce by melting the butter over medium high heat in a Circulon stock pot. Add the salt and pepper to the melted butter and whisk in the flour to create a thick paste. Continue whisking another 2 minutes until slightly golden. Add 1 cup of the milk to the sauce pan and whisk until all the flour and butter has blended into the milk. Add the remaining milk and whisk continually until the sauce comes to a boil and thickens, about 10 minutes. Remove the sauce pan from the heat and whisk 8 ounces of cheddar cheese in to the sauce until melted. Set aside.
3. Add the cauliflower, broccoli, spinach to pasta in the pot. Mix until well combined.Pour the cheese sauce over the ingredients in the pot and mix well. Spread the remaining shredded cheese over the top. Sprinkle the bread crumbs over the cheese.
4. Bake in a 350°F. degree oven for 30 minutes or until bubbling and the bread crumbs are golden.