Macaroni And Cheese....And Veggies

• 8 ounces elbow macaroni, cooked
• 1 teaspoon olive oil
• 1 lb broccoli, but into flowerettes
• 1 teaspoon salt
• 6 ounces fresh Baby Spinach
• 2 teaspoons butter
• 1/2 onion, chopped
• 8 ounces mushrooms, sliced
• 2 tablespoons flour
• 1/2 teaspoon salt
• pepper
• 2 cups milk
• 2 cups sharp cheddar cheese, grated
• 1 cup cream
• 1/2 teaspoon nutmeg

1. In a large bowl, toss the macaroni with the oil.
2. Cook the broccoli with 1 teaspoons salt in boiling water for 2 minutes then drain well and rinse in cold water to stop the cooking.
3. Add broccoli and the spinach to the macaroni.
4. Melt butter in medium saucepan over medium heat, add onion and saute under tender.
5. Add mushrooms and cook 5 more minutes.
6. Sprinkle in the flour, stirring until blended.
7. Gradually add in milk and cook over medium heat, stirring constantly for 15 minutes.
8. Add 1 1/2 cups cheese, 1/2 teaspoons salt, cream pepper and nutmeg. Stir until cheese melts.
9. Fold this sauce into the macaroni then spoon everything into a lightly greased 13x9 inch baking dish.
10. Sprinkle with remaining 1/2 cup cheese.
11. Bake in a preheated 375 degree oven for 40 minutes.

elbow macaroni, olive oil, broccoli, salt, spinach, butter, onion, mushrooms, flour, salt, pepper, milk, cheddar cheese, cream, nutmeg

Taken from www.food.com/recipe/macaroni-and-cheese-and-veggies-185147 (may not work)