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

In hot oil in large skillet, saute onion, garlic, carrots, and celery until golden. Add beef; cook, stirring, until red disappears. Add mushrooms, sherry, tomato paste, tomatoes, salt, pepper, oregano, and basil; simmer uncovered 1 1/2 hours.

About 45 minutes before serving time, preheat oven to 350 degrees. Cook shell macaroni and spinach according to directions. Add well-drained shells and spinach to sauce. Turn into 3-quart casserole. Top with bread crumbs and Cheddar cheese. Bake uncovered 30 minutes or until browned. Serve sprinkled with Parmesan cheese. Serves 8.