This is deliciously rich and decadent! I love mac & cheese and wanted to make it a bit more interesting by adding some spinach, and anything is better with the addition of bacon. You can substitute the spinach for any of your favorite veggies. —ADRIENE
Cut bacon in small pieces. Saute in a pan until crispy. Strain out bacon from the grease and set aside. Reserve the bacon grease. Pre-heat oven to 350 degrees.
Caramelize the diced onions in some of the reserved bacon grease until golden brown. Add the minced garlic and cook for a few minutes, season with salt and pepper. Then set aside.
Saute the spinach in batches in reserved bacon grease, season with salt and pepper and set aside.
Add the butter and flour in a large sauce pot and stir together until it is combined to a paste in a golden brown color. Do not walk away during this process, it can burn very easily.
Slowly add the milk into the pot while whisking into the flour and butter. Now add the half & half and chili flakes. Bring to a simmer and be careful to not scorch the bottom of the pan.
Add in the cheese and whisk until smooth. Add the spinach, bacon and onions. Adjust seasoning with salt and pepper.
Toss the cooked pasta with the sauce and put in a baking dish. Toss the bread crumbs with the olive oil, salt and pepper. Sprinkle the crumbs over the top of the mac & cheese. Bake in the oven for 20-25 minutes or until the crumbs are golden brown.