3 tbsp. butter
1 med. onion, chopped
2 lg. carrots, cut diagonally into 1/8 inch slices
2 tbsp. all-purpose flour
1 tsp. grated lemon peel
3/4 c. milk
1 c. sour cream
1 (10 oz.) pkg. frozen chopped spinach, thawed and drained
1/2 (1 lb.) pkg. linguine
1 lg. egg
1/4 c. Parmesan cheese

In medium saucepan, melt butter; saute onion and carrots 3 minutes. Remove from heat; stir in flour, lemon peel, 1/2 teaspoon salt and 1/8 teaspoon pepper until blended. Gradually stir in milk; cook, stirring 3 minutes or until thickened. Remove from heat; stir in sour cream and spinach; pour into 2-quart shallow baking dish.

Preheat oven to 350 degrees. Cook linguine as package label directs; drain. In medium bowl, beat egg with cheese; add linguine; toss until evenly coated. Using a long-tined fork, twirl several strands around the tines into "nests." Remove pasta from fork; stand upright in spinach mixture. Continue with remaining linguine.