Mac and Cheese for Grown-ups

• 2 cups (8 oz.) whole-wheat penne
• 1 lb. spinach leaves, trimmed
• 1/4 cup olive oil or butter
• 1/4 cup all-purpose flour
• 2 cups fat-free milk
• 1/2 cup plus 2 Tbs. grated Parmesan cheese
• 2 cloves garlic, minced (2 tsp.)
• 1/4 tsp. ground nutmeg, optional

1. Preheat oven to 350F.
2. Coat 11- x 9-inch baking dish with cooking spray.
3. Cook penne according to package directions.
4. Drain, and set aside.
5. Heat large pot over medium-high heat.
6. Add spinach, and cook 2 to 3 minutes, or until wilted, stirring with tongs to cook all leaves.
7. Drain, and press out any excess liquid.
8. Coarsely chop wilted spinach, and set aside.
9. Heat oil in large saucepan over medium heat.
10. Whisk in flour, and cook 2 minutes, stirring constantly.
11. Gradually whisk in milk, and cook 5 minutes, or until sauce has thickened, whisking constantly.
12. Remove from heat, then add penne, spinach, 1/2 cup Parmesan, garlic, and nutmeg, if using, to sauce, and stir until well coated.
13. Season with salt and pepper, if desired.
14. Transfer to prepared baking dish, sprinkle remaining 2 Tbs.
15. Parmesan over mixture, and bake 45 minutes to 1 hour, or until top is browned.

penne, spinach leaves, olive oil, allpurpose, milk, parmesan cheese, garlic, ground nutmeg

Taken from www.vegetariantimes.com/recipe/mac-and-cheese-for-grown-ups/ (may not work)