Drew's Mac N Cheese

This certainly isn't a diet friendly meal, but what really good Mac N Cheese is. Screw it, just don't eat it every day....

  • 12 ounces of Dry Medium Pasta Shells
  • 12 ounces of Sharp Cheddar cheese, grated
  • 8 ounces of Gruyere cheese, grated
  • 1 8 ounce package of Brown Mushrooms, sliced
  • 1 16 ounce package of Bacon
  • 2 8 ounce bags of fresh Spinach
  • 1/2 cup of Panko bread crumbs
  • 3 cups of Milk
  • 1 medium Onion, diced
  • 1 tbsp Garlic powder
  • 1 tbsp Kosher Salt
  • 1 tbsp Black Pepper
  • 3 tbsp Flour
  • 1 tsp Nutmeg
  • olive oil

Cook the pasta according to the package directions, maybe a little less. You want it pretty al dente since it is also going in the oven, drain and set aside. Don't rinse the pasta, you can pour a small amount of cold water on the pasta to stop the cooking but you want to retain as much of the starch on the pasta as possible

Preheat the oven to 375

Cut the entire package of bacon into 1 inch pieces and brown in a saute pan until crisp. Drain on a paper towel and set aside.

Drain all but about 1 tbsp of the bacon fat from the saute pan. Saute the mushrooms over medium high heat until slightly browned.

Lower the heat to medium, add half of the onion and continue to cook for 3 or 4 more minutes until the onion starts to soften.

Add one package of spinach to the pan and allow the spinach to cook down, stirring occasionally until there is enough room in the pan to add the second package of spinach. Continue to cook stirring occasionally until all of the spinach has wilted down and is cooked through. Season the spinach mixture with salt and pepper to taste

There will probably be a significant amount of liquid in the pan from the spinach and mushrooms. Remove the mixture from the pan with a slotted spoon, draining as much liquid as possible, set aside

In a 2 quart sauce pot, saute the rest of the onion over medium heat until translucent. Stir in the flour and continue to cook, stirring occasionally for 3 or 4 minutes. Whisk in the milk, garlic poweder, salt, pepper, and nutmeg. Slowly bring the milk up to a simmer until it starts to thicken, you don't want to burn the milk. Turn off the heat and gradually stir in 8 ounces of the Cheddar cheese and the Gruyere and continue to whisk until smooth.

Combine the pasta, bacon, spinach mixture, cheese mixture, and 1/4 cup of the panko bread crumbs and spread into a 9 x 13 inch baking dish. Sprinkle with the remaining cheddar cheese and panko bread crumbs

Cover with aluminum foil and bake for 15 minutes, remove the foil and bake for an additional 15-20 minutes until the top is golden brown
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