Cook pasta according to package directions. Drain and set aside.
In a large pot over medium heat melt the butter. Stir in the flour and cook while stirring about 1 minute or until flour and butter are fully incorporated.
Slowly add the milk a little at a time while stirring. Increase the heat to medium-high and continue stirring until mixture comes to a boil.
Reduce heat to medium-low and add the spinach, cook until heated through.
Take off the heat, stir in the cheeses until fully melted.
Stir in the pasta and add salt and pepper to taste.
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