Bring a pot or Dutch oven of salted water to a boil. Cook the pasta until al dente (my box of pasta said about 16 minutes—total lies! Mine took about 8 minutes). Drain and drizzle with a teeny bit of olive oil (this will prohibit them from sticking to each other).

In a medium skillet, set over medium heat, melt the butter. Add the leeks and a pinch of salt; cook for about 1 to 2 minutes. Stir in the kale and add a pinch of salt; cook for an additional 3 minutes, until the leeks and kale have softened. Lastly, add the peas and stir until the peas turn a bright green color, about a minute. Turn off the heat and set aside (to leave them in the pan is totally fine).

In a medium saucepan (I used the same dutch oven I used to boil the pasta), set over medium heat, add the butter. When melted, add the flour and stir until combined. Cook for about 1 minute. Pour in the milk and bring to a simmer; cook until it’s thickened, about 3 to 5 minutes. It should coat the back of a spoon. Turn off the heat and allow to cool for about 5 minutes. Stir in a few rounds of freshly ground pepper (I did about 5).

Next, stir in the cheese and mix until melted. If needed, turn the heat to medium-low to completely melt the cheese. I found the smoked gouda needed some additional warmth to melt completely. (The fontina was perfect.) Give it a taste and add salt to taste.

Stir in the shells and add the reserved kale and leek mixture. Toss until evenly coated. Divide amongst bowls and top with a bit of parmesan and black pepper.