• 1 piece slice whole wheat bread
• 1 tablespoon butter
• 1/4 cup(s) thinly sliced green onions
• 2 piece garlic cloves, minced
• 2 tablespoon all-purpose flour
• 2 cup(s) fat-free milk
• 1/2 teaspoons salt
• 1/4 teaspoons black pepper
• 1/2 cup(s) shredded smoked gouda cheese
• 1/2 cup(s) (about 1 1/2 ounces) grated fresh parmesan cheese
• 5 cup(s) coarsely chopped fresh spinach
• 4 cup(s) hot cooked elbow macaroni (about 2 cups uncooked) cooking spray

Preheat oven to 350°.
Place bread in a food processor, and pulse 10 times or until coarse crumbs measure 1/2 cup.

Melt butter in a large saucepan over medium heat. Add onions and garlic; cook 1 minute. Add flour; cook 1 minute, stirring constantly. Gradually add milk, salt, and pepper, stirring constantly with a whisk until blended. Bring to a boil; cook until thick (about 2 minutes). Add cheeses; stir until melted.

Add spinach and macaroni to cheese sauce, stirring until well blended. Spoon mixture into a 2-quart baking dish coated with cooking spray. Sprinkle with breadcrumbs. Bake at 350° for 15 minutes or until bubbly.