Wash hands with soap and water. Fill a pot ¾ full of water and bring to a boil over high heat. Add 2 cups of macaroni pasta and cook until done. Drain and set aside.

Melt the butter in the same pot over medium heat. Transfer 1 tablespoon of the butter to a small bowl, add the breadcrumbs, and stir to combine; set aside.

Add the flour to the pot of remaining butter and whisk until completely combined. Cook, stirring constantly, until the mixture begins to dry out, about 2 minutes. Gradually whisk in about ½ cup of the milk until smooth, then whisk in the remaining milk (2 cups total) and continue whisking until smooth.

Bring to a boil, then reduce the heat to medium-low. Simmer, stirring occasionally, until thickened enough to coat the back of a spoon, 5 to 8 minutes. Add 2 oz of cream cheese (wrap up the rest and store in the fridge for another use) and stir until melted and smooth.

Open and drain the artichokes. Remove the pot of sauce from the heat and stir in the mozzarella, and ½ cup Parmesan, one handful at a time, until melted and smooth. Stir in the spinach and artichokes.

Add the cooked pasta and stir gently until the spinach is wilted and the pasta and sauce are evenly combined. Sprinkle the reserved breadcrumbs and remaining ½ cup Parmesan evenly over the top.

Broil until the cheese is melted, 1 to 2 minutes. Makes 6 servings. Refrigerate leftovers within 2 hours.