1/4 c. salad oil
1/3 c. finely chopped onion
3 cloves garlic, crushed
1 c. pared diced carrot
1 1/2 c. diced celery
1 1/2 lb. ground chuck
1 (6 oz.) can mushroom caps, drained
1/2 c. sherry
1 (6 oz.) can tomato paste
1 (1 lb. 1 oz.) tomatoes
1 tbsp. salt
1/2 tsp. pepper
1/2 tsp. dried oregano leaves
1/2 tsp. dried basil leaves
1 (8 oz.) pkg. small shell macaroni
1 (10 oz.) pkg. frozen chopped spinach
1/2 c. buttered fresh bread cubes
1 c. grated sharp Cheddar cheese
Grated Parmesan cheese

1. In hot oil in large skillet, saute onion, garlic, carrot and celery until onion is golden, about 5 minutes.

2. Add beef; cook, stirring, until red color disappears.

3. Add mushrooms, sherry, tomato paste, tomatoes, salt, pepper, oregano and basil; simmer, uncovered, 1 1/2 hours.

4. If desired, cool, cover, and refrigerate until needed.

5. About 45 minutes before serving time, preheat oven to 350 degrees.

6. Cook macaroni and spinach as package labels direct.

7. Reheat sauce. Add well drained macaroni and spinach.

8. Turn into 3 quart casserole. Top with bread cubes and Cheddar cheese.

9. Bake, uncovered, 30 minutes or until bubbly and browned.

10. Serve sprinkled with Parmesan cheese. Makes 8 servings.