This meal was most definitely a happy accident.  It was prompted by various items in my fridge and pantry that needed to be used up – the partial box of pasta, the bag of spinach, mushrooms that hadn’t been used for their intended purpose.  And of course, a package of bacon courtesy of the Carnivore Club rewards at our local butcher shop.  Mac and cheese lends itself well to lots of mix-ins, so the combination of spinach, bacon and mushroom in a new type of mac and cheese sounded good to me.  When I mentioned the idea to Ben it was met with much excitement.

What surprised both of us was how much I loved this dinner.  Up until now I have never been much of a bacon lover, but this meal was a turning point for me.  I used some of the bacon grease to help make the roux for the cheese sauce and some to cook the mushrooms, and it infused the bacon flavor throughout the whole dish.  It was awesome. I used a mixture of Fontina and white cheddar because that is what I had on hand, but I think this would also be great with a bit of Parmesan or maybe a dollop of cream cheese.  If you have a bacon lover in your life, definitely make this dish for them.  I’m confident that they will enjoy it!

*Quick housekeeping note – The winner of the Big Bowl of Love giveaway from last week is Jessica who said, “When I’m checking out a cookbook, I look for the whole package. I love great photos to really catch my attention and interesting recipes that don’t sound overwhelming. And, just like you, I won’t buy a cookbook unless I’m sure I’ll actually make more than half of the recipes in it… no sense in having a cookbook that I use for only one or two recipes!”  Well said, Jessica.  Enjoy your new cookbook!

  • Yield about 8 servings


12 oz. pasta shapes (I used orchiette)
5-6 oz. bacon, chopped
8 oz. baby bella mushrooms, sliced
2 tbsp. unsalted butter
¼ cup flour
2 cloves garlic, minced
2½ cups milk (low fat or whole milk)
¼ tsp. salt
¼ tsp. red pepper flakes
Freshly ground black pepper, to taste
Pinch cayenne pepper
4 oz. Fontina cheese, grated
4 oz. white cheddar cheese, grated
3 cups fresh baby spinach leaves, chopped


  • 01

    Preheat the oven to 400˚ F.  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.

  • 02

    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.  (If desired, 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.

  • 03

    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.  Cook the mixture, stirring frequently, until it begins to bubble and thicken.  Whisk in the salt, red pepper flakes, pepper, and cayenne pepper.  Remove the pan from the heat and whisk in the Fontina and white cheddar until completely melted and smooth.  (If necessary, you can return the pan to low heat to melt the cheeses.)  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 15-2o minutes or until the top is light golden and the cheese is bubbling.  Serve warm and top with reserved cooked bacon pieces, if desired.