1/2 c. (1 stick) butter
1 med. onion, minced
1/2 c. flour
5 c. milk
Salt
Freshly ground pepper
1 tsp. dried thyme or fine herbs
1/4 tsp. ground nutmeg
2 eggs, beaten
1 lb. elbow macaroni, freshly cooked, not quite al dente and drained
2 (10 oz.) pkgs. frozen spinach, cooked and squeezed dry
1/2 c. finely dry bread crumbs, blended with 2 tbsp. butter, melted

Melt butter in a saucepan. Add onion and cook, stirring constantly. Whisk in 4 cups of milk, salt, pepper, thyme, and nutmeg and cook, whisking constantly until smooth and thickened.

Combine remaining milk and eggs and stir into the sauce; remove from heat.

In a generously buttered shallow 3-quart casserole, spread half the macaroni. Top with the spinach, half of the sauce and the remaining macaroni. Pour the remaining sauce over the macaroni and sprinkle with the buttered bread crumbs. Bake in a preheated 350 degree oven for 20-25 minutes or until golden brown and bubbly. Serves 6.