Spinach Macaroni and Cheese

Recipe from Taste of the South
Spinach Macaroni and Cheese
15 mins
1 hr 5 mins
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  • 2 tablespoons olive oil
  • 1/2 cup chopped onion
  • 8 ounces fresh mushrooms, sliced
  • 1 teaspoon minced garlic
  • 1 10 ounce package frozen chopped spinach, thawed and squeezed dry
  • 8 tablespoons butter, divided
  • 5 tablespoons all-purpose flour
  • 3 cups milk
  • 3 cups shredded mozzarella cheese
  • 1 1/4 cups grated Parmesan cheese, divided
  • 1 1/2 teaspoons salt
  • 1 16 ounce package elbow macaroni, cooked according to package instructions
  • 1 cup fresh bread crumbs
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Preheat oven to 350 degrees. Lightly grease a 13 x 9 x 2-inch baking dish; set aside.
In a large skillet, heat olive oil over medium-low heat. Add onion and cook, stirring occasionally, for 3 to 5 minutes, or until tender. Add mushrooms and garlic. Cook for 2 minutes, or until mushrooms are tender. Add spinach and cook until heated thoroughly. Remove from heat and set aside.
In a large saucepan, melt 5 tablespoons butter over medium heat. Sprinkle flour over melted butter. Cook, stirring constantly, for 3 minutes.
Gradually add milk, whisking to combine. Cook over medium heat, whisking constantly for approximately 15 minutes, or until mixture is thickened. Remove from heat. Add mozzarella, 1 cup Parmesan, and salt, stirring until melted.
Spoon macaroni into a large bowl. Pour cheese mixture over macaroni. Add spinach mixture; stir. Spoon into prepared baking dish.
Bake for 20 minutes.
Meanwhile, in a small bowl, combine fresh bread crumbs, remaining 3 tablespoons melted butter, and remaining 1/4 cup Parmesan cheese. Remove macaroni from oven and sprinkle with bread-crumb mixture. Return to oven and bake for 5 minutes, or until top is lightly browned.
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