3 cups dried medium noodles

1 lb. ground beef

2 eight-oz. cans tomato sauce

1 tsp. Basil

1/2 tsp. Sugar

1/2 tsp. Garlic powder

1/4 tsp. Salt

1/4 tsp. Pepper

1 eight-oz. Carton sour cream

1 eight-oz. package Cream cheese, softened

1/2 cup milk

1/3 cup chopped onion (1 small)

1 ten-oz. package Frozen chopped spinach, thawed and well drained

1 cup shredded cheddar cheese

Grease a 2 qt. square baking dish. Cook noodles-drain, set aside. In a large skillet, cook beef until browned. Drain. Stir in tomato sauce, basil, sugar, garlic, salt and pepper into skillet. Bring to a boil, reduce heat. Simmer uncovered for 5 minutes.

In a medium mixing bowl, beat together sour cream and cream cheese on medium speed until smooth. Stir in milk and onion. In prepared casserole or baking dish, layer half of the noodles, half of the beef mixture, half of the cream cheese mixture and all of the spinach. Top with remaining beef mixture and noodles. Cover and chill remaining cream cheese mixture.

Cover casserole dish with lightly greased foil. Bake in a 350 degree oven for 45 minutes. Uncover. Spread with remaining cream cheese mixture. Sprinkle with the cheddar cheese. Bake, uncovered, for 10 minutes. Let stand for 10 minutes before serving.

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