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Stovetop Macaroni & Cheese with Spinach & Mushrooms.

  • 1 (5 oz) pkg
    baby spinach
  • 1 (8 oz) block
    cheddar cheese
  • 12 oz
    macaroni (elbow) pasta
  • 2
  • 1 lb
    white mushrooms
  • 12 fl oz
    whole milk
    all-purpose flour
    black pepper
    butter, unsalted
  • 1
    Fill a large pot about halfway with hot water (from the tap); cover with a lid and bring to a boil over high heat.
  • 2
    Wash and dry the fresh produce. (Skip the spinach if it came pre-washed.)
    1 (5 oz) pkg baby spinach
    1 lb white mushrooms
  • 3
    Trim 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.
  • 4
    When 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
  • 5
    Preheat a sauté pan over medium heat.
  • 6
    While the pan heats up, trim off and discard the ends of the shallots; peel and small dice the shallots (cut into ¼-inch pieces).
    2 shallots
  • 7
    Once the pan is hot, add butter and swirl to coat the bottom.
    2 tbsp butter, unsalted
  • 8
    Add the shallots and mushrooms to the pan. Cook, stirring frequently, until the mushrooms release their water and begin to brown, 4 to 6 minutes.
  • 9
    Sprinkle flour over the mushroom mixture and stir to combine.
    2 tbsp all-purpose flour
  • 10
    Slowly 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
  • 11
    Coarsely grate 2 cups of cheddar.
    1 (8 oz) block cheddar cheese
  • 12
    Add the cheddar to the pan; stir until the cheese is melted and the sauce is smooth. Remove from the heat.
  • 13
    Add the pasta and spinach to the pan; stir until the pasta is thoroughly coated with the sauce and the spinach is wilted.
  • 14
    To serve, divide the macaroni and cheese between plates or bowls and season with freshly ground pepper (if desired). Enjoy!