Bacon, Mushroom, and Spinach Mac & Cheese

I first saw this mac and cheese recipe on one of my favorite blogs, Annie's Eats.  Annie's recipes are the best, and they are always so different.  I changed the recipe a bit to my liking, and it came out wonderful.  The serving size is portioned to about 4 people, and it tasted even better the next day.  This is a great entree - its easy, and does not take long to make at all!

Ingredients:

12 oz. of pasta (I used medium shells)
6-7 pieces of bacon
8 oz. (about half of a package) of sliced mushrooms, diced.
2 tbsp unsalted butter
1/4 cup of flour
2 cloves of garlic, minced
2 1/2 cups of milk
1/4 tsp salt
1/4 tsp red pepper flakes
fresh ground black pepper
6 oz fontina cheese, grated
6 oz white cheddar cheese, grated
1/2 cup of frozen spinach, thawed and chopped
2 quart casserole dish

Directions:

Preheat the oven to 400˚ F.  

Bring a large pot of water to boil.  Once boiling, cook the pasta until just shy of al dente.  Drain well and set aside.

Meanwhile, cook the bacon in a large skillet or sauté pan over medium heat until crispy. Transfer to a paper-towel lined plate (set aside 2 or 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.  Remove from the heat.

I usually cook pre-packaged frozen spinach in the microwave according to the directions on the bag, so, do that.

Then, 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 a golden brown. but not burned, probably about 1-2 minutes.  Whisk in the milk.  Stir the mixture, stirring frequently, until it begins to bubble and thicken.  Then whisk in the salt, red pepper flakes, and pepper.  

Remove the pan from the heat and whisk in the fontina and white cheddar until completely melted and all the lumps are gone.    

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 minutes or until the top is light golden and the cheese is bubbling.  Spoon into bowl/dish and add the tablespoons of bacon you had kept. NOM NOM NOM.