1/4 c. salad oil
1/3 c. finely chopped onion
3 cloves garlic, crushed
1 c. diced, pared carrots
1 1/2 c. diced celery
1 1/2 lbs. ground round
1 can (6 oz.) mushroom caps, drained
1/2 c. sherry
1 pkg. (8 oz.) sm. shell macaroni
1 can (6 oz.) tomato paste
1 can (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 pkg. (10 oz.) frozen chopped spinach
1/2 c. buttered fresh bread cubes
1 c. grated sharp Cheddar cheese and grated Parmesan cheese

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

2. Add ground meat. Cook, stirring, until red color disappears.

3. Add mushrooms, sherry, tomato paste, tomatoes, salt, pepper, oregano and basil; simmer, uncovered, 1 1/2 hours. (If desired, cool; refrigerate, covered, until needed.)

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

5. Cook macaroni and spinach according to package directions.

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

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

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

9. Serve sprinkled with Parmesan cheese.

Makes 6-8 servings.