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1
Preheat oven to 375 F.
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2
In a large high sided skillet melt butter over medium heat.
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3
Once melted add shallots and cook for about 4 to 5 minutes.
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4
Add garlic and cook for about half a minute more.
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5
Whisk in flour.
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6
Then slowly whisk in milk.
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7
Whisk continuously until milk begins to bubble and starts to thicken, about 5 minutes.
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8
Remove from heat and stir in 1-1/2 cups of gouda and 1 cups of Beechers Flagship Cheese.
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9
Stir in cayenne then set it aside.
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10
Bring a pot of water to boil and cook macaroni about 2 minutes under the time that the package directions state.
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11
While pasta is cooking, heat oil over medium high heat in a saute pan.
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12
Add spinach (you can do this in batches until it cooks down if the pan isnt large enough), season with salt and pepper and continue cooking, stirring around occasionally until spinach cooks down.
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13
When its done, drain the macaroni.
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14
Stir cooked macaroni into the milk and cheese mixture and pour it into a 9 x 13 baking dish.
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15
Top evenly with cooked spinach and then sprinkle on remaining cheese.
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16
Add panko breadcrumbs to top and spray with cooking spray (to help brown).
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17
Cook for 30 to 35 minutes or until breadcrumbs start to brown.
