Mushroom & Spinach Macaroni and Cheese

• 3 cups Uncooked Penne Pasta Or Macaroni Noodles
• 2 Tablespoons Butter, Melted
• 2 Tablespoons Whole Wheat Flour
• 1 cup Mushrooms, Sliced
• 1 cup Milk
• 1 cup Beer Of Choice
• 1 cup Shredded Mozzarella Cheese
• 1/2 cups Romano Cheese, Shaved
• 1/4 teaspoons Paprika
• 1/2 teaspoons Basil
• 1/4 teaspoons Garlic Powder
• 1 pinch Black Pepper
• 1 pinch Nutmeg
• 1 cup Fresh Spinach Leaves
• 1/2 cups Panko Bread Crumbs

1. Preheat oven to 375 F.
2. Prepare water for pasta and cook the noodles according to package directions, shaving 1-2 minutes off of cooking time since pasta will continue to cook in the oven.
3. Heat a medium saucepan over medium-high heat.
4. Add butter and wait for it to melt.
5. Whisk in flour and cook for about 2 minutes, until bubbling and golden in color.
6. Add the sliced mushrooms and saute for another 2 minutes.
7. Pour in milk, then the beer, and whisk constantly until it thickens just a bit.
8. Stir in cheeses and whisk until melted, about 3-5 minutes.
9. Turn heat down to medium-low and continue to stir occasionally, letting the mixture cook for 5-6 minutes to thicken and settle a little.
10. After 6 minutes, stir in the seasonings.
11. One the pasta finishes cooking, drain it, then pour it into a casserole dish (I used a large oval baking dish) that youve coated with cooking spray.
12. Pour cheese mixture over the top and toss well to combine.
13. Add fresh spinach, then sprinkle panko bread crumbs on top.
14. Bake for 30 minutes or until bubbling and the noodles and bread crumbs are golden in color.
15. Remove from oven and let cool for 5 minutes, then serve immediately.
16. Adapted from Easy Beer Mac and Cheese recipe by How Sweet it Is.

macaroni noodles, butter, whole wheat flour, mushrooms, milk, choice, mozzarella cheese, romano cheese, paprika, basil, garlic, black pepper, nutmeg, fresh spinach leaves, bread crumbs

Taken from tastykitchen.com/recipes/main-courses/mushroom-spinach-macaroni-and-cheese/ (may not work)