Melt 3 tablespoons butter in heavy large skillet over medium heat. Add
choppped onion and saute until slightly softened, about 4 minutes. Add
chopped spinach and saute 5 minutes. Add corn and saute until vegetables
are tender, about 4 mintues. (Can be made 1 day ahead. Cover and chill.)
Preheat oven to 350#161#F. Lightly butter 13x9x2-inch glass baking dish.
Cook macaroni in large saucepan of boiling salted water until al dente.
Drain pasta. Transfer to prepared dish. Mix in cubed cheese.
Whisk flour, salt, mustard, black pepper, cayenne pepper and nutmeg in
medium bowl until no lumps remain. Gradually whisk in half and half then
whipping cream and sour cream. Add eggs and Worcestershire sauce; whisk
to blend. Pour over macaroni mixture; stir to blend. Sprinkle grated
cheese over.
Bake macaroni and cheese until just set around the edges but sauce is
still liquid in center, about 25 minutes. Remove from oven; let stand 10
minutes to thicken slightly (sauce will be creamy).
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Per serving: 464 Calories; 24g Fat (46% calories from fat); 12g Protein;
52g Carbohydrate; 108mg Cholesterol; 484mg Sodium
