Serves 4 to 6

8 cloves garlic, unpeeled

1 to 2 teaspoons olive oil

6 ounces baby spinach

½ pound penne

2 tablespoons unsalted butter

2 tablespoons flour

1½ cups whole milk, warmed

2 teaspoons fresh thyme

1 teaspoon grated lemon zest

6 ounces goat cheese, crumbled

2 ounces Muenster cheese, grated

½ teaspoon salt

Freshly ground pepper

¼ cup pitted kalamata olives, diced

3 ounces provolone, grated

1¼ cup plain breadcrumbs

1. Heat the oven to 375 degrees. Toss garlic with oil; wrap in foil. Bake until cloves are soft, 15-20 minutes. Allow to cool. Pop cloves from skins; mash into a paste.

2. Meanwhile, heat a large pot of salted water to a boil. Drop in the spinach; cook just until wilted, 30 seconds. Remove with a slotted spoon; drain. When cool, squeeze out liquid. Add pasta to boiling water; cook until just beginning to soften; it should not yet be al dente. Drain; rinse the pasta. Return it to the pot.

3. Melt butter in a saucepan over medium-low heat; stir in flour. Cook, stirring, until mixture turns slightly beige, is bubbly and appears to have grown in volume, about one minute. Increase heat to medium; slowly whisk in the milk. Heat until just beginning to bubble, whisking frequently. Reduce heat to low; stir in thyme and lemon zest. Simmer, two minutes.

4. Add goat and Muenster cheeses by ½-cup measures, stirring until cheese melts before adding more. Season with salt and pepper to taste. Stir garlic, spinach and olives into pasta. Pour sauce over pasta; stir to coat. Transfer to a buttered 13-by-9-inch baking pan. Combine provolone and breadcrumbs; sprinkle over dish.

5. Bake until cheese sauce is bubbly and topping browns, 20-30 minutes. Allow to rest five minutes before serving.

Adapted from “Mac & Cheese,” by Ellen Brown, who adapted the recipe from S’MAC (Sarita’s Macaroni & Cheese) in New York