1 pound Shell Pasta (cooked to al dente and drained)

12 ounces bacon (cooked, crumbled and divided)

3 tablespoons reserved bacon grease

6 tablespoons salted butter

1/4 cup flour

8 ounces beer (amber, golden or lager - I used 16 Mile Brewing Company's Blue's Golden Ale)

1 cup milk

1-1/4 cups heavy cream

2 cups Cabot Seriously Sharp Cheddar Cheese (shredded and divided)

1/2 teaspoon smoked paprika

1/4 teaspoon nutmeg

Salt & pepper to taste

1/2 cup seasoned breadcrumbs


Preheat oven to 400 degrees.

In a dutch oven (or large pot) add bacon grease and butter and melt over medium heat. Add flour and whisk until smooth. Whisk in beer, milk and cream. Cook for 2-3 minutes, while whisking, or until mixture is thick and creamy. Stir in all but 2 slices of bacon. Remove from heat. Add 1-1/2 cups of shredded cheese, paprika, nutmeg, salt and pepper and stir until cheese has melted. If mixture seems too thick, you can add a tablespoon or two of cream until you reach the consistency you want. Add cooked noodles and mix well.

Place mixture in a lightly greased 2-1/2 quart baking dish. In a small bowl, combine 1/2 cup (remaining) cheese and bread crumbs. Sprinkle over the top of the casserole. Top with remaining bacon pieces.

Bake at 400 degrees for 20 minutes, or until casserole is bubbly and delicious.