Mushroom Orzo in a Cream Sauce

This is a quick satisfying roux-based pasta dish that can be served as a side or entree. On the food pyramid this dish is somewhere between mushroom risotto and mac & cheese and only takes about 30 mins total to make. The recipe I provide does not contain protein, but you could always add some chopped bacon or grilled chicken, but then again, if you plan on serving this with grilled chicken, why not just make this the side and add a steamed vegetable? Don’t forget the garlic bread.


  • 16 oz. Orzo pasta, ~ 2.5 cups
  • 16 oz. chicken broth, ~2 cups
  • 16 oz. whole milk
  • 4 oz. baby spinach, ~ 4 packed cups
  • 16 oz. Cremini mushrooms – sliced, can substitute other fresh shrooms
  • 2 oz. grated Parmesan cheese, ~1 cup
  • 2 garlic cloves – minced
  • 2 TBL olive oil
  • 2 TBL butter
  • 2 TBL flour
  • 1 1/2 tsp Kosher salt
  • 1/4 tsp black pepper – ground


  1. Mise en Place – measure and prepare ingredients prior to starting
    1. Grate the Parmesan. If you buy already shredded cheese, try to find some that is not coated in corn starch (used to keep shreds from clumping); coated shreds don’t melt smoothly.
  2. Cook the pasta:
    1. Heat olive oil in a Dutch oven over medium-high heat until hot.
    2. Add the mushrooms and pepper
    3. Sauté until mushrooms are just tender, ~5 mins.
    4. Add the garlic and cook 1 min.
    5. Add the pasta and sauté for 2 min., stirring constantly.
    6. Stir in the chicken broth, bring to a boil, then reduce heat at simmer ~10mins, stirring frequently. I like to cover the pasta so it stays more moist. If broth gets completely absorbed before the pasta is al dente, add more broth.
    7. Remove from heat and stir in the spinach.
  3. Make the cream sauce:
    1. While pasta simmers, melt butter in a sauce pan and cook until golden.
    2. Add flour and stir continually until the roux has a slightly nutty aroma (~1-2 mins).
    3. Add a small amount of milk and smooth the lumps out of the roux.
    4. Add more milk and smooth out lumps.
    5. Repeat steps 3-4, until milk is all in, then add salt.
    6. Stir in the Parmesan cheese and remove from heat.
  4. The goal is to finish the pasta the same time as the cream sauce, but if you have to decide which to finish first, make it the sauce, only don’t add the cheese until the pasta is ready.
  5. Mix cream sauce with pasta and serve garnished with grated Parmesan cheese and perhaps some chopped Italian parsley.


  • Sometimes I like to saute onions with the pasta. in that case, saute the onions a couple minutes before adding the mushrooms. You can also add bell peppers, but at some point it becomes too much. Keep in mind that you never add salt to mushrooms while you saute them, it will dry them out, so keep that in mind.
  • If adding bacon, you can either cook it with the mushrooms or add precooked bacon to the pasta at step 6.
  • Often I mince and extra clove of garlic and add it to the roux in step 2.