Preparation time: 20 mins
Cooking time: 40 mins
Difficulty: Easy - for beginners
3 cups medium shell macaroni, uncooked
1 pkg. (6 oz. ) fresh baby spinach leaves
4 slices OSCAR MAYER Bacon, chopped
2 Tbsp. flour
2 cups milk
2 cups KRAFT Shredded Sharp Cheddar Cheese, divided
1/4 cup KRAFT Grated Parmesan Cheese
HEAT oven to 350°F.
COOK macaroni as directed on pkg., adding spinach for the last min. Cook bacon in large saucepan. Remove bacon; save drippings in pan.
ADD flour to drippings; cook and stir until bubbly. Gradually stir in milk. Bring to boil, stirring constantly; cook and stir 3 to 5 min. or until thickened.
STIR in 1 cup Cheddar and Parmesan; cook and stir until melted. Add bacon and macaroni mixture; mix well.
SPOON into 1-1/2-qt. casserole; top with remaining Cheddar. Bake 20 mins
SUBSTITUTE Prepare using fat-free milk and KRAFT 2% Milk Shredded Sharp Cheddar Cheese.
SPECIAL EXTRA Stir 1/2 cup chopped tomatoes into macaroni mixture before spooning into casserole.