Bacon Lover's Mac-n-Cheese

(www.thefarmgirlrecipes.blogspot.com)

12 oz. pasta

5-6 oz. bacon, chopped

8 oz. baby bella mushrooms, sliced

2 tbsp. butter

1/3 c. flour

2 cloves garlic, minced

1 1/2 c. milk

1 c. cream

1/4 tsp. salt

1/4 tsp. red pepper flakes (optional)

Black pepper, to taste

4 oz. yellow cheddar cheese, grated

4 oz. white cheddar cheese, grated

3 cups fresh baby spinach leaves, chopped

1.  Preheat the oven to 400 degrees.  Bring a large pot of water to boil.  Once boiling, cook the pasta according to package directions until just shy of al dente.  Drain well and set aside.

2.  Meanwhile, cook the bacon in a large skillet or sauté pan over medium heat until crispy.  Transfer to a paper-towel lined plate with a slotted spoon.  Set aside 3 tablespoons of the cooked bacon for topping the baked mac and cheese.  Reserve 2 tablespoons of the bacon grease.  Return the pan to the heat and add the mushrooms.  Cook, stirring occasionally, until tender and most of the liquid has evaporated, about 5-7 minutes.  (I do not like my mushrooms mushy so I did 2-3 minutes) Remove from the heat.

3.  To make the cheese sauce, add the reserved bacon grease to a medium saucepan with the butter.  (If there was not enough bacon grease to make 2 tablespoons, replace the missing amount by adding an equal amount of butter.)  Heat over medium-high heat until the butter is completely melted.  Whisk in the flour and garlic and cook, stirring constantly, until the mixture is golden and fragrant but not burned, 1-2 minutes.  Whisk in the milk and cream.  Cook the mixture, stirring frequently, until it begins to bubble and thicken.  Whisk in the salt, red pepper flakes, and pepper.  Remove the pan from the heat and whisk in the yellow and white cheddar until completely melted and smooth.  Return the drained pasta to the pot.  Mix in the cooked bacon and mushrooms, the cheese sauce and the chopped spinach.  Stir everything together gently until well combined.  Spread the mixture into a lightly greased 2-quart casserole dish.  Bake for 15-20 minutes or until the top is light golden and the cheese is bubbling.  Serve warm and top with reserved cooked bacon pieces.  Enjoy!