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Make white sauce by gently melting butter over med/low heat. Add flour, pepper and salt. Stir continuously until thick, just a few minutes. Add milk very sloly, a few tablespoons at a time to start with. Whisk as you add it. As it thickens, add more milk very slowly. This is the key to making a white sauce that is not lumpy, adding milk slowly and allowing the flour to absorb the milk. When the milk is all added, be sure that it doesn't boil as it will burn. Add the cheese slowly, stirring until melted, making sure it doesn't burn.
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Add 2 10oz pkgs thawed, frozen spinach (squeeze out excess water), 3 C. rice (that has only been cooked about 10 minutes, not cooked completely). Stir well, put in 9x13 casserole and bake 350F for 1 hour.
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