Preheat oven to 350 degrees. Cook macaroni, according to package directions. Drain and set aside.

Melt the butter over medium heat, in a large skillet or saucepan. Add chopped green onion. Cook for 3-4 minutes, then add minced garlic and cook for additional minute. (do not burn garlic!)

Stir or whisk in flour. Cook for additional minute.

Add half and half and milk. Stir or whisk in to the flour mixture in pan to fully combine. Turn heat up to medium high. Continue cooking, stirring often until mixture comes to a boil. This will take several minutes. The sauce will thicken quite a bit. Once thickened, season to taste with a little bit of salt and black pepper. Turn heat down to medium-low.

Stir in Smoked Gouda and Parmesan cheeses. Stir to combine. Add chopped spinach and cooked & drained macaroni noodles. Stir well to fully mix ingredients together. Once mixed, taste it again. Add additional salt and pepper, if desired.

Spray a 1 quart baking dish with non stick spray. Pour macaroni mixture into dish. Sprinkle the dried bread crumbs evenly over the top of macaroni. Cover pan with foil.

Place covered dish in 350 degree oven and bake for 15 minutes. Remove foil from dish, then continue baking for 6-7 minutes. When done, the sauce is hot and bubbly around the edges of the pan.

Remove from oven, let it rest for about a minute, then serve it up! YUM. Enjoy!