Preheat oven to 375°F. Light butter 8-inch or 9-inch glass pie dish. Squeeze spinach very dry. Melt 3 tablespoons butter in heavy medium skillet over medium-high heat. Add spinach and sautι 3 minutes. Season with salt and pepper. Spread spinach evenly in prepared pie dish.
Melt remaining 2 tablespoons butter in heavy medium saucepan over medium heat. Add flour and whisk 2 minutes; do not let mixture brown. Gradually add cream, then milk, whisking until mixture is smooth. Cook until sauce is thick, whisking frequently, about 6 minutes. Add nutmeg and cloves. Season with salt and pepper.
Spoon sauce over spinach. Sprinkle cheese over. Bake until cheese is golden and sauce bubbles, about 15 minutes.
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