Cheesy Fish Fillets with Spinach

From allrecipes.com

PREP TIME 20 Min; COOK TIME 25 Min; READY IN 45 Min; SERVINGS 4

* 2 tablespoons butter
* 2 tablespoons flour
* 1 teaspoon instant chicken bouillon
* 1 dash nutmeg (I used cinnamon; still good)
* dash cayenne pepper
* 1 dash white pepper
* 1 cup milk
* 2/3 cup shredded Swiss or Cheddar cheese
* 1 (10 ounce) package frozen chopped spinach, thawed, well drained (I used fresh, and just sauteed it with some onions first to wilt)
* 1 tablespoon lemon juice
* 1 pound fish fillets (I used red tilapia), cut into serving pieces
* 1/2 teaspoon salt
* 2 tablespoons grated Parmesan cheese
* Paprika

DIRECTIONS

1. Heat butter over low heat until melted. Stir in flour, bouillon, nutmeg, red pepper and white pepper; cook over low heat, stirring constantly, until mixture is smooth and bubbly. Stir in milk; heat to boiling and cook, stirring constantly, for 1 minute. Add cheese and cook, stirring constantly, just until cheese melts. Set aside. Place spinach in ungreased 12-in. x 7-1/2-in. baking dish or 8-in. square baking dish. Sprinkle with the lemon juice. Arrange fish on spinach; sprinkle with salt. Spread sauce over fish and spinach. Bake, uncovered, at 350 degrees F until fish flakes easily with a fork, about 20 minutes. Sprinkle with the Parmesan cheese and paprika; return to oven for 5 minutes.

Diabetic Exchanges: One serving equals 4 protein, 2 vegetable, 1 fat; also; 307 calories, 860 mg sodium, 108 mg cholesterol, 10 gm carbohydrate, 31 gm protein, 16 gm fat.

I was kind of leery about this. I thought that the cheese sauce would be way to heavy and cloying, but its not. It's quite good. And the nutmeg (or in my case cinnamon) gives it a really nice flavour. But just use a dash...
I had a lot of liquid that was released in the cooking, so I probably could have thrown some raw rice in there with the spinach as the base, and that would have cooked up beautifully. Maybe next time, that's what I'll do.