Ingredients

• 1 (12 ounce) package penne pasta
• 2 tablespoons butter
• 2 garlic cloves, pressed
• 2 cups milk
• 1 cup parmesan cheese, shredded and divided
• 1 (8 ounce) package cream cheese, at room temp
• 1 (8 ounce) package mascarpone cheese
• 1 cup mozzarella cheese, shredded
• 1 teaspoon salt
• 1 teaspoon pepper
• 1 (10 ounce) package frozen chopped spinach, thawed and well drained
• 1 cup soft breadcrumbs
• 2 tablespoons butter, melted

Instructions

1. Cook pasta according to package directions and drain well.

2. In a dutch oven, melt the first 2 tablespoons of butter, add garlic and sauté for 2 minutes.

3. Add milk and cook until thoroughly heated.

4. Gradually stir in 1/2 cup parmesan cheese, the cream cheese, the mascarpone, mozzarella, salt and pepper and whisk until smooth.

5. Stir in the spinach and cooked pasta and blend well.

6. Place this mixture in a lightly greased 13x9x2-inch baking dish.

7. In a small bowl, combine the breadcrumbs, remaining parmesan and butter and mix well.

8. Sprinkle the breadcrumb mixture over the macaroni mixture and bake, uncovered, for 20 minutes at 375°F.