Ingredients

• 2 pounds medium zucchini
• Kosher salt
• 1 stick unsalted butter
• 1/4 cup all-purpose flour
• 1/2 teaspoon freshly grated nutmeg
• Pinch of cayenne pepper
• Freshly ground black pepper
• 6 cups whole milk
• 4 sprigs fresh thyme
• 3 bay leaves
• Grated zest of 1/2 lemon
• 1 pound medium pasta shells
• 4 shallots, minced
• 2 large egg yolks, lightly beaten
• 4 ounces parmesan cheese, grated (about 1 cup)
• 4 ounces gruyere cheese, grated (about 1 1/4 cups)
• 4 ounces baby spinach

Directions

1. Grate the zucchini into a colander using the large holes of a box grater. Toss with 1 tablespoon salt, then place in the sink to drain, about 15 minutes. Squeeze out the excess liquid.

2. Meanwhile, melt 4 tablespoons butter in a large saucepan over medium heat. Add the flour, nutmeg, cayenne, 2 teaspoons salt, and black pepper to taste and mix with a wooden spoon to make a paste. Cook, stirring, until the paste puffs slightly, about 3 minutes. Slowly whisk in the milk, then add the thyme, bay leaves and lemon zest and bring to a boil, stirring. Reduce the heat and simmer until thickened slightly, about 25 minutes. Strain into a bowl; discard the herbs.

3. Meanwhile, position a rack in the upper third of the oven and preheat to 425 degrees F. Bring a large pot of salted water to a boil; add the pasta and cook until al dente, about 8 minutes. Drain and add to the sauce.

4. Melt the remaining 4 tablespoons butter in a skillet over medium heat. Add the shallots and cook until translucent, 2 to 3 minutes. Add the zucchini and cook, stirring, until almost tender, about 4 minutes. Add the zucchini mixture to the pasta along with the egg yolks and all but 3 tablespoons of both cheeses; stir to combine, then add the spinach.

5. Transfer the mixture to a 9-by-13-inch baking dish and sprinkle with the reserved cheeses. Bake until browned on top and heated through, 25 to 30 minutes. Let rest 10 minutes before serving.

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