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1
Bring large pot of lightly salted water to a boil.
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2
Preheat oven to 400F.
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3
Coat 8-inch square or other 2-quart baking dish with cooking spray.
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4
In small bowl, whisk together 1/4 cup milk and flour until smooth; set aside.
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5
In heavy medium saucepan, heat remaining 1 1/2 cups milk over medium heat until steaming.
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6
Add flour mixture and cook, whisking constantly, until sauce boils and thickens, 2 to 3 minutes.
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7
Remove from heat and stir in cheddar until melted.
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8
Stir in cottage cheese, salt, pepper and nutmeg.
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9
Set aside.
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10
In another large pot, cook spinach over medium-high heat with just the water clinging to leaves, stirring often, just until wilted, 2 to 3 minutes.
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11
Drain in colander and rinse under cold running water; press out excess moisture.
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12
Coarsely chop large leaves.
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13
Set aside.
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14
In small bowl, mix together bread crumbs, oil and paprika.
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15
Set aside.
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16
Add macaroni to boiling water, stir to prevent sticking.
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17
Cook, stirring often, until barely tender, 4 to 5 minutes.
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18
Drain, rinse under cold running water, then drain again.
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19
In large bowl, combine reserved cheese sauce and macaroni; mix with rubber spatula.
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20
Spread half the macaroni mixture in prepared baking dish.
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21
Spread with reserved spinach.
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22
Top with remaining macaroni mixture and sprinkle evenly with reserved bread crumb mixture.
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23
(Casserole can be prepared ahead to this point.
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24
Cover and refrigerate up to 2 days.
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25
Bring to room temperature before baking.)
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26
Cover with ovenproof lid or foil and bake 40 minutes.
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27
Uncover and bake until top is crispy, 5 minutes.
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28
Serve hot.
