Simmer milk over medium heat stirring frequently.

Add onion, bay leaves, peppercorns, and clove.

Steep for 30 minutes, continue stirring frequently.

Strain & discard solids.

While milk steeps, preheat oven to 375. Grease large baking pan.

Make al dents pasta then drain and rinse with cold water.

Heat butter in saucepan over medium-low, until melted.

Stir in flour until grows in size, stirring constantly.

Increase heat to medium, slowly whisk in milk.

Bring to boil, whisking frequently.

Reduce heat to low, simmer 2 minutes.

Slowly add 2/3 of cheeses and all cream cheese

Once cheese is completely melted add nutmeg.

Add in pasta, spinach, and artichokes and mix well.

Transfer to baking pan.

Combine parsley, breadcrumbs, olive oil, and garlic.

Top pasta mix with remaining cheeses then breadcrumb mixture.

Bake 20-30 minutes, until golden brown.