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1. Preheat oven to 350 degrees F. Coat a 2-quart baking dish with cooking spray; set aside. Cook macaroni according to package directions; drain. Return macaroni to pan; set aside.
2. Meanwhile, in a large skillet heat oil over medium-high heat. Add mushrooms, onion, and garlic. Cook for 5 to 7 minutes or until mushrooms are tender and brown, stirring frequently. Remove from heat. Stir in spinach.
3. Meanwhile, in a medium saucepan melt butter over medium heat. Whisk in flour, nutmeg, and pepper. Cook and stir for 2 minutes. Whisk in milk. Cook and stir until thickened and bubbly. Reduce heat to low. Add blue cheese; stir until cheese melts.
4. Add cheese mixture and mushroom mixture to macaroni; stir to combine. Spoon pasta mixture into prepared casserole. Sprinkle walnuts evenly over top.
5. Bake, uncovered, about 15 minutes or until heated through (160 degrees F).