1 1/2 pounds ground beef
1 cup chopped onion
1 garlic clove, minced
1 (14 ounce) jar spaghetti sauce with mushrooms
1 (8 ounce) can tomato sauce
1 (6 ounce) can tomato paste
3/4 cup water
1 teaspoon Italian seasoning
1/2 teaspoon salt
Dash of pepper
1 (7 ounce) package macaroni shells, cooked and drained
1 (10 ounce) package frozen chopped spinach, thawed and drained
2 eggs, beaten
1 cup shredded sharp Cheddar cheese
1/2 cup soft bread crumbs
1/4 cup grated Parmesan cheese

In a saucepan over medium heat, cook beef, onion and garlic until meat is no longer pink and vegetables are tender; drain. Add the next 7 ingredients; bring to a boil. Reduce heat; cover and simmer for 10 minutes.

Stir in macaroni, spinach, eggs, cheese and bread crumbs. Pour into a greased 13 x 9-inch baking dish. Sprinkle with Parmesan cheese. Cover and bake at 350 degrees F for 30 to 35 minutes or until bubbly.

Let stand for 10 minutes before serving.

Yields 10 to 12 servings.