1/4 c. canola oil
1/3 c. chopped onion
3 cloves garlic, crushed
1 c. pared diced carrot
1 1/2 c. diced celery
1 to 2 lb. ground chuck
1 (4 oz.) can mushrooms, drained
1/2 c. sherry, optional
1 (6 oz.) can tomato paste
1 (17 oz.) can tomatoes
1 tbsp. salt
1/2 tsp. pepper
1/2 tsp. dried oregano leaves
1/2 tsp. dried basil leaves
1 (8 oz.) pkg. sm. 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

In hot oil in large skillet, sauté onion, garlic, carrot, and celery until onion is golden, about 5 minutes (can use electric skillet).

In separate pan, brown (until red disappears) beef, drain; then add to onion mixture.

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

About 45 minutes before serving time, preheat oven to 350°F.

Cook macaroni and spinach as package labels direct. Reheat sauce. Add well-drained macaroni and spinach. Turn into 3-quart casserole dish. Top with bread cubes and Cheddar cheese.

Bake, uncovered, 30 minutes, or until bubbly and browned. Serve sprinkled with Parmesan cheese.

Makes 8 servings.