- 1 (5 oz) pkgbaby spinach
- 1 (8 oz) blockcheddar cheese
- 12 ozmacaroni (elbow) pasta
- 1 lbwhite mushrooms
- 12 fl ozwhole milk
-  all-purpose flour
-  black pepper
-  butter, unsalted
- 1Fill a large pot about halfway with hot water (from the tap); cover with a lid and bring to a boil over high heat.
- 2Wash and dry the fresh produce. (Skip the spinach if it came pre-washed.)
1 (5 oz) pkg baby spinach 1 lb white mushrooms
- 3Trim off the discard the stem ends of the mushrooms; thinly slice the mushrooms lengthwise from cap to stem. Transfer to a bowl and set aside.
- 4When the water in the pot comes to a boil, uncover the pan and season the water with salt, then add the pasta and stir for a few seconds. Cook the pasta, uncovered, for 11 to 12 minutes (or according to package directions). Once done, drain the pasta in a colander.
2 tbsp salt 12 oz (2 ⅔ cups) macaroni (elbow) pasta
- 5Preheat a sauté pan over medium heat.
- 6While the pan heats up, trim off and discard the ends of the shallots; peel and small dice the shallots (cut into ¼-inch pieces).
- 7Once the pan is hot, add butter and swirl to coat the bottom.
2 tbsp butter, unsalted
- 8Add the shallots and mushrooms to the pan. Cook, stirring frequently, until the mushrooms release their water and begin to brown, 4 to 6 minutes.
- 9Sprinkle flour over the mushroom mixture and stir to combine.
2 tbsp all-purpose flour
- 10Slowly pour the milk into the pan and stir to combine; season with salt and pepper and bring to a boil. Once boiling, reduce the heat to low and simmer until the sauce is thickened, 4 to 6 minutes.
12 fl oz (1 ½ cups) whole milk 1 tsp salt ½ tsp black pepper
- 11Coarsely grate 2 cups of cheddar.
1 (8 oz) block cheddar cheese
- 12Add the cheddar to the pan; stir until the cheese is melted and the sauce is smooth. Remove from the heat.
- 13Add the pasta and spinach to the pan; stir until the pasta is thoroughly coated with the sauce and the spinach is wilted.
- 14To serve, divide the macaroni and cheese between plates or bowls and season with freshly ground pepper (if desired). Enjoy!