Baked Macaroni with Spinach

Recipe from Southern Living

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  • 8 ounces elbow macaroni, cooked
  • 1 teaspoon vegetable oil
  • 1 pound broccoli, cut into flowerets
  • 1 1/2 teaspoons salt, divided
  • 1 (6-ounce) package fresh baby spinach
  • 2 tablespoons butter or margarine
  • 1/2 medium onion, chopped
  • 2 (8-ounce) packages mushrooms, quartered
  • 2 tablespoons all-purpose flour
  • 2 cups milk
  • 2 cups (8 ounces) shredded sharp white Cheddar cheese, divided
  • 1 cup whipping cream
  • 1/2 teaspoon pepper
  • 1/2 teaspoon ground nutmeg


  1. Toss macaroni with vegetable oil in a large bowl.
  2. Cook broccoli with 1 teaspoon salt in boiling water to cover 2 minutes or until crisp-tender; drain. Plunge into ice water to stop the cooking process; drain. Add broccoli and spinach to macaroni in bowl.
  3. Melt butter in a saucepan over medium heat; add onion, and sauté until tender. Add mushrooms; cook 5 minutes. Sprinkle with flour, stirring until blended. Gradually stir in milk; cook over medium heat, stirring constantly, 15 minutes. Add 1 1/2 cups cheese, remaining 1/2 teaspoon salt, whipping cream, pepper, and nutmeg, stirring until cheese melts. Stir into macaroni mixture; spoon into a lightly greased 13- x 9-inch baking dish. Sprinkle with remaining 1/2 cup cheese.
  4. Bake at 375° for 40 minutes or until set.
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