DIRECTIONS:

In a 2-quart saucepan over medium-low heat, melt 3 tablespoons butter; stir in flour, salt, pepper and nutmeg. Slowly whick in cream. Stir in cream cheese.

Increase heat to medium. Whisk mixture constantly until thick and smooth. Remove from heat and set aside.

In a skillet over medium-high heat, saute onions in remaining 2 tablespoons butter until transparent. Stir spinach and water into pan.

Reduce heat to medium-low. Cover. Simmer, stirring occasionally, for 8 minutes.

Stir spinach mixture into creamy mixture. Return to medium heat. Heat, stirring often until warmed throughout.

Remove from heat. Fold in parmesan.