Shells ‘n Cheese, all growed up.

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After I made this I was like OMG OMG OMG THIS IS SO FRIGGIN GOOD!!!!! 

But I couldn’t muster up the courage to post it for the past few weeks. When something comes along this delicious I want to hide it in a safe and never speak of it again. It’s one of those things, like when a stranger asks you how much you spent on your purse or shoes, or how much money you make at your job, and you get all defensive, like, it’s none of your damn business, and you wonder, wow, the nerve of some people, how can they ask something like that, because some information shouldn’t be divulged for public knowledge.  

This recipe was adapted from Alton Brown’s recipe for Baked Macaroni and Cheese on foodnetwork.com, but with a few modifications and added ingredients to make your life a little more complicated. You’re welcome! Like, I’ve added spinach and bacon. I’ve been using bacon A LOT, can you tell? 

It also has a fantastic panko bread crumb crust baked on top. The panko gives it a golden, crispy crunchiness that regular bread crumbs can’t compete with. And spinach + bacon is always a great combo. 

And yes, I know I the word ‘growed’ in the title is not a real word, it was just used for effect. 

Shells ‘n Cheese with Spinach and Bacon (serves 6-8) 

printable recipe 

Prep time: 30 min. 

Bake time: 30 min. 

Ingredients: 

  • 8 oz. pasta shells
  • 4 slices bacon, cooked and crumbled
  • 10 oz. chopped spinach, cooked
  • 3 Tbsp. butter
  • 3 Tbsp. flour
  • 3 cups milk
  • 1/2 cup yellow onion, finely diced
  • 1/2 tsp. paprika
  • 1 egg
  • 12 oz. cheddar cheese, shredded
  • 1 tsp. salt
  • pepper to taste

Topping: 

  • 3 Tbsp. butter
  • 1 cup panko bread crumbs

Directions: 

1) Preheat oven to 350 degrees. 

2) In skillet, cook bacon and crumble. Reserve bacon fat on skillet for bread crumbs later. Boil spinach as instructed on box. Cook pasta in large pot of salted boiling water until al dente. 

3) You can use either a 2 quart casserole dish, or two smaller casserole dishes to gain the maximum surface area for covering with golden bread crumbs. I used 2 dishes, of course. Pour pasta, bacon and spinach into dishes, mixing together. 

4) In a medium size pot, make the sauce. Melt butter on medium heat, whisk in flour until thickened. Stir in milk, onion and paprika. Simmer for 10 minutes. Temper in egg. To temper, just stir in a few tablespoons of the hot milk from the pot into the egg, then pour the egg into sauce, stirring vigorously. Stir in 3/4 of the cheese. Add salt and pepper. 

5) In the skillet with bacon fat, heat on medium and toss in bread crumbs to coat. If you have cholesterol issues, or feel that this is ‘unhealthy’, use olive oil instead of bacon fat. 

6) Pour sauce into casserole dishes, mixing to combine. Add remainder of cheese, and sprinkle bread crumbs on top. Bake for 30 minutes. Remove from oven and let rest for 5 minutes before serving. Enjoy! 

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Illustrated Directions: 

1) Preheat oven to 350 degrees. 

2) In skillet, cook bacon and crumble. Reserve bacon fat on skillet for bread crumbs later. Boil spinach as instructed on box. Cook pasta in large pot of salted boiling water until al dente. 

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3) You can use either a 2 quart casserole dish, or two smaller casserole dishes to gain the maximum surface area for covering with golden bread crumbs. I used 2 dishes, of course. Pour pasta, bacon and spinach into dishes, mixing together. 

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4) In a medium size pot, make the sauce. Melt butter on medium heat, whisk in flour until thickened. 

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Stir in milk, onion and paprika. Simmer for 10 minutes. 

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Temper in egg (sorry no picture!). To temper, just stir in a few tablespoons of the hot milk from the pot into the egg, then pour the egg into sauce, stirring vigorously. 

Stir in 3/4 of the cheese. Add salt and pepper. 

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5) In the skillet with bacon fat, heat on medium and toss in bread crumbs to coat. If you have cholesterol issues, or feel that this is ‘unhealthy’, use olive oil instead of bacon fat. 

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6) Pour sauce into casserole dishes, mixing to combine. 

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Add remainder of cheese, 

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and sprinkle bread crumbs on top. 

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Bake for 30 minutes. 

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Remove from oven and let rest for 5 minutes before serving. Enjoy! 

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It’s ok, your monitor doesn’t need to be adjusted. Yes, we do add ketchup to our mac ‘n cheese. Stop giving me that disgusted look! 

First I give you a fancy pants version of mac ‘n cheese, then I destroy the concept by doing something completely childish. 

Back in college, I worked as a cook at a daycare for the summer. I should’ve added that in my resume…but in the menu rotation was mac ‘n cheese, and I was told to squirt a crapload of ketchup into the cheese sauce, to give it more flavor. So I did it, and it worked. Plus it gave the cheese that fake velveeta orangey look that every kid knows and loves. Then I started to do it at home. And when Chris saw me do it for the first time after we were married, he asked, “Who ARE you?! I don’t even know you anymore!” with a disgusted, embarrassed look on his face that put me to shame, as I lowered my head down to my plate, salty tears falling into a ketchupy, cheesy chaos. 

But this plate I’m showing you isn’t mine. 

Someone’s conforming….. 

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Resistance is futile. 

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Hey, at least I had some class. I put my ketchup on the side for dipping.

25 Thoughts on “Shells ‘n Cheese, all growed up.

  1. Oh my God, I love mac’n’cheese!!! Especially when it’s a little different and a little “growed up”! I make a spicy version with ground sirloin and a bunch of different cheeses… mmm… now you made me want to make mac n cheese tonight!!!

  2. Yummy! Mmmm. I love bacony, cheesy pasta.

  3. wow!! cheesyyy pastaa!!! yummmmmmmmmmmmm!! already craving candyyy!! want to have some!!

  4. Chiara – ground sirloin sounds soooo good in it. i wanted to try something like that too. but i love making my own mac n cheese, once i started i never bought the boxed stuff again!

    Hummingbird – i agree.

    Nora – haha!

  5. This will be on my table tonight! YUM!! I wish I had it right now!!

  6. Gorgeous looking mac&cheese! I love the bacon & spinach here!

  7. Janna – lemme know how it turns out!

    Natasha – Thank you!

  8. This looks amazing. It has all of the ingredents for a great dish! Thanks!

  9. Hey, I just attempted making this. It would have been good for me to have read ahead instead of having three pots boiling, starting to make the roux, just to go – CRAP! ONIONS! It smells good right now, so I’m sure it’ll turn out great!

    Quick thought – maybe you could have a “Kwik Kitchen Tips” or something like that. Like, how exactly do you crumble bacon if it’s straight from the frying pan, lol. :)

  10. Delightfully – You’re welcome! :)

    Irish Pirate – Thanks for the tip! Next time I’ll be sure to write ‘wait for bacon to cool before crumbling’. :P
    Lemme know how it turned out!

  11. Ah, that would explain why it was so difficult to crumble. It turned out great!!! Forgot to chop the spinach, so there was lots of spinach clumps, but I thought it tasted great otherwise :)

  12. I’m glad it came out great. Also if you buy frozen spinach, there’s the ‘leaf spinach’ and ‘chopped spinach’. Chopped will take out that step of actually chopping. But I always buy leaf spinach then chop it later. Just in case I want to eat plain leaf spinach rather than put it into another recipe.

  13. Pingback: Sarah Et Cetera » Free for All Friday 34

  14. Oh my god. I don’t know what else I can say. Can’t wait to make this!

  15. Whatsburnin on September 16, 2009 at 11:37 am said:

    Can we use normal bread crumbs not panko? I couldn’t find them at my grocery store.

  16. Amanda – lemme know how it turns out!

    Whatsburnin – Of course. Normal bread crumbs will be fine :)

  17. Been holding on to this recipe since August, waiting for the perfect time to make it, and finally, I did it today…switched up the milk a little and added lowfat neuchatel and it came out delish!

  18. john on May 31, 2010 at 4:27 pm said:

    I love youuu!
    I’m all ready hungry! :)

  19. Shawna on June 28, 2010 at 11:43 am said:

    i too, add ketchup to my mac n’ cheese! it gives it a subtle sweetness that i love!

  20. Tania – I’m glad you enjoyed it!

    John – I hope you enjoy the recipe!

    Shawna – Great minds think alike!

  21. I made this tonight – it was fantastic!! Thank you for sharing your recipes!

  22. Karen – Thank you, I’m glad you enjoyed it :)

  23. Tina on May 19, 2011 at 11:26 am said:

    i put salsa on top of mine

  24. Can I make premake it a day in advance and cook
    It the next day? Would
    It still be good

  25. Jason – Yes it would still be fine. After you put all the ingredients together in a dish, store it in the fridge. When you’re ready to bake pop it into the oven.

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