Melt 4 tbs of the butter in a pan and add the garlic, shallots, and mushroomes and cook until soft.
Stir in the spinach, parmesan cheese, nutmeg, and basil and season with salt and pepper.
Melt the remaining butter in another pan over low heat and add the flour until absorbed.
Gradually stir in the milk, stirring constantly until thick.
Stir in 1/4 cup of the Cheshire cheese and season.
Spread half of the mushroom and spinach mixture over the base of the baking dish and cover with a layer of noodles, and then with half of the cheese sauce. Repeat the process and sprinkle over the remaining Cheshire cheese. Bake in a 400 degree oven for 30 minutes or until bubbling and golden.