When a craving strikes there’s no reason not to give in and satisfy it by giving it exactly what it wants. In this case it was the boxed white cheddar shells of my childhood.
Pasta Roni, Noodle Roni, Rice a Roni. . . I grew up on all of them and happily ate them well into my adulthood. What I didn’t know back then was that I could easily recreate them myself with pantry and fridge staples I almost always have on hand.
The shells are cooked separately while you simultaneously work on the sauce. First up is the bacon, chopped and cooked until nice and crispy then removed to make way for the sauce. The grease is poured out leaving all those lovely brown bacon bits stuck to the bottom so they can mingle with the sauce for extra flavor.
The sauce is made by cooking the garlic in butter, adding a little flour to help thicken it along with milk and a little heavy cream or half & half followed by all the good stuff. White cheddar cheese, fresh baby spinach and Parmesan along with the cooked shells and crumbled bacon for the finish.
These weren’t the shells of my memory, thank goodness, they were 100x better. Because. . . spinach, bacon and homemade sauce.

Ingredients
- 8 ounces small pasta shells
- 4 slices bacon (or more), cubed
- 1 tablespoon butter
- 2 cloves garlic, minced
- 1 tablespoon all-purpose flour
- 1 + 3/4 cups milk
- 1/4 cup heavy cream or half & half
- 2 cups fresh shredded sharp white cheddar cheese
- 3 packed cups baby spinach, stack them and cut into thin ribbons
- 1/3 cup grated Parmesan cheese
Instructions
Cook the pasta to al dente according to package directions.
In a large, heavy bottomed saucepan cook the bacon until crispy. Set on a paper towel lined plate to cool.
Drain the grease from the pan. Add the butter and melt over medium low heat. Add the garlic and cook until fragrant about 2 minutes.
Add the flour and cook 1 minute stirring.
Slowly add the milk and heavy cream. Turn the heat up and bring to a simmer. Simmer 3 - 4 minutes, stirring often.
Turn the heat down to low and add the cheddar, 1/2 teaspoon salt and 1/4 teaspoon black pepper. Stir until the cheese is melted. Remove from heat.
Stir in the spinach, Parmesan and drained pasta.
Mix in the bacon (crumble it up into bits if it's in big pieces) or sprinkle it on top when serving. Taste and season with more salt and pepper if needed.
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