grease a 2 quart Cass.or 11-13 pan set aside. cook noodles,drain & set aside

Meanwhile in large skillet brown beef,drain fat. stir tomato sauce,Basil,sugar,garlic powder salt& pepper into skillet. bring to boil,reduce heat simmer 5 minuites

In a medium mixing bowl,beat together the sorry cream & cream cheese,with an electric mixer on Med. speed until smoothed.stir in milk & onion. In prepared Cass.layer 1/2 the noodles, 1/2 the meat mixture,& 1/2 the cream cheese & all the spinach,top with remaining meat mixture & noodles.cover & chill remaining cream cheese mixture until needed.

cover Cass.with lightly greased foil. Bake at 350 for 45 min. or until heated thru. Uncover,spread with remaining cream cheese mixture,sprinkle with Cheddar.Bake uncovered 10 min. let stand 10 min.