Instructions

  1. Preheat oven to 350°.
  2. Melt butter in a large saucepan over medium heat.
  3. Add shallots and garlic; cook 1 minute.
  4. Add flour; cook 1 minute, stirring constantly.
  5. Gradually add milk, cream, salt, and pepper, stirring constantly with a whisk until blended.
  6. Bring to a boil; cook until thick (about 2 minutes).
  7. Add cheeses; stir until melted.
  8. Add spinach and macaroni to cheese sauce, stirring until well blended.
  9. Spoon mixture into a 2-quart baking dish coated with cooking spray.
  10. Sprinkle with breadcrumbs.
  11. Bake at 350° for 15 minutes or until bubbly.