Spinach-Bacon Macaroni and Cheese

• 3 cups medium pasta shells, uncooked
• 1 pkg. (6 oz. ) baby spinach leaves
• 4 slices OSCAR MAYER Bacon, chopped Rite Aid 2 For $7.00 thru 02/06
• 2 Tbsp. flour
• 2 cups milk
• 2 cups KRAFT Shredded Sharp Cheddar Cheese, divided
• 1/4 cup KRAFT Grated Parmesan Cheese

1. Heat oven to 350F.
2. Cook pasta in large saucepan as directed on package, omitting salt and adding spinach to the boiling water for the last minute.
3. Meanwhile, cook and stir bacon in large saucepan until crisp.
4. Use slotted spoon to remove bacon from pan, reserving drippings in pan.
5. Add flour to drippings; cook and stir 1 min.
6. or until bubbly.
7. Gradually stir in milk.
8. Bring to boil, stirring constantly; cook and stir 3 to 5 min.
9. or until thickened.
10. Add 1 cup cheddar and Parmesan to saucepan; cook and stir 2 to 3 min.
11. or until melted.
12. Add pasta mixture and bacon; mix well.
13. Spoon into 1-1/2-qt.
14. casserole sprayed with cooking spray; top with remaining cheddar.
15. Bake 20 min.
16. or until heated through.

pasta shells, baby spinach leaves, bacon, flour, milk, cheddar cheese, parmesan cheese

Taken from www.kraftrecipes.com/recipes/spinach-bacon-macaroni-cheese-112225.aspx (may not work)