1 pkg. frozen spinach leaves (original recipe calls for 6 oz. fresh baby - I will only use half a frozen 10 oz. next time)
4 slices bacon, chopped (I will probably add more next time)
2 tbsp. flour
2 cups milk
2 cups sharp cheddar, shredded
1/4 cup Parmesan
Directions:
Preheat oven to 350. Cook shells according to pkg, adding spinach in the last 2 to 3 minutes. Drain.
Meanwhile, cook bacon; save grease! Drain bacon on paper towels and crumble.
Add flour to bacon grease and stir until bubbly. Slowly stir in milk. Bring to a boil, while stirring, cook for 3 to 5 minutes.
Stir in 1 cup cheddar (or accidentally 2 cups) and Parmesan; continue stirring until cheese is melted completely.
Pour cheese into macaroni and spinach; add bacon. Mix.
Transfer to a casserole dish and top with 1 cup remaining cheddar (or whatever cheese you find in your fridge because you accidentally put 2 cups in on step 4). Bake for 20 minutes.