Step 1

Cook pasta in salted water according to package directions. Spray a baking dish with buttered flavor Pam.

Step 2

Preheat oven to 375F°.

Step 3

In a large, heavy skillet, melt butter. Add flour and cook over low heat stirring with a whisk.

Step 4

Add onion and cook another 2 minutes. Add milk and chicken broth and continue whisking, raising heat to medium-high until it comes to a boil and becomes smooth and thick. Season with salt and pepper.

Step 5

Once it becomes thick, remove from heat, add cheese 1/4 cup at a time and mix well until cheese is melted. Adjust salt and pepper to taste, add cooked macaroni and baby spinach.

Step 6

Pour into baking dish. Top with grated cheese and breadcrumbs. Spray a little more oil on top.

Step 7

Bake for 15-20 minutes, then broil for a few minutes to get the breadcrumbs golden.