1 (10 oz.) pkg. frozen, chopped spinach
3 c. (4 oz.) med. egg noodles
1 lb. ground beef
1 (15 oz.) can tomato sauce
1 sm. can mushrooms (use more if you like)
1 tsp. sugar
1/2 tsp. salt, garlic salt and pepper
1 (8 oz.) pkg. cream cheese (soften)
1/2 c. sour cream
3 tbsp. milk
2 tbsp. chopped onion
1 c. shredded Cheddar cheese (4 oz.) (use more if you like)

Cook spinach according to package, drain well.

Cook noodles 10 minutes, drain well.

In skillet, brown beef, drain off fat. Stir in tomato sauce, sugar, salts, pepper and noodles.

Stir together cream cheese, sour cream, milk and onion.

In 2 quart casserole, layer half ground beef-noodle mixture, half cheese mixture, all spinach, then remaining beef-noodle mixture.

Bake (covered) at 350 degrees until bubbly, about 40 minutes. Uncover, spread with remaining cheese mixture. Sprinkle with Cheddar cheese. bake uncovered until cheese melts, about 10 minutes. Serves 6.