Baked Macaroni with Spinach

I found this on myrecipes.com - I love this site, it's pulling all recipes from the conde nast publications. Adam and I made this together last night, it was a little labor intensive, but was so worth it.

Baked Macaroni with Spinach

Ingredients

8 ounces elbow macaroni, cooked object
1 teaspoon vegetable oil object - I omitted this
1 pound broccoli, cut into flowerets
1 1/2 teaspoons salt, divided - we omitted this
1 (6-ounce) package fresh baby spinach
2 tablespoons butter or margarine - we omitted this for Pam
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 - I added a little extra cheese for the top.
1 cup whipping cream - I tried to use light but couldn't find it.
1/2 teaspoon pepper
1/2 teaspoon ground nutmeg

Preparation
Toss macaroni with vegetable oil in a large bowl. (again we skipped this - I sprayed the pan with Pam instead)
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.
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.
Bake at 375° for 40 minutes or until set.

Yield
8 to 10 servings - we used 6 servings.

This was incredible, we served it with a caprese salad that we enjoyed while it was baking. One serving really was enough.