Step 1

Cook bacon according to package directions. Chop into small pieces. You’ll have about 3/4 cup.

Step 2

Sauté spinach with garlic. See note. You can skip the spinach if desired.

Step 3

Cook the pasta until al dente, about 1 minute less than the package cook time. Drain the cooked pasta, pour into a large bowl and stir in 2 Tablespoons of butter. Set pasta aside.

Step 4

In a large saucepan, melt remaining 6 Tablespoons of butter over medium heat. Once melted, whisk in the flour to form a thick paste. Cook and whisk the paste for 1 minute, then slowly whisk in the milk, half-and-half, salt, and ground mustard. Bring to a simmer, then whisk in the cheese until smooth. Remove from heat.

Step 5

Pour the sauce over the buttered pasta, then stir in the bacon and spinach. Serve right away with a sprinkle of fresh parsley or continue with the recipe to bake.

Step 6

Preheat oven to 400°F (204°C). Spread macaroni & cheese into a greased 9×13 inch baking dish. Top with breadcrumbs and parmesan cheese. Cover with aluminum foil and bake for 10 minutes. Remove foil and bake for 10 more minutes.

Step 7

Remove from the oven and cool for 10 minutes. Garnish with fresh parsley, if desired, before serving. Leftovers get pretty thick in the refrigerator as the noodles soak up the sauce, but warming them up in the microwave thins out the sauce again.