SPINACH-BACON MACARONI & CHEESE

MAKES 6 SERVINGS, ABOUT 1 CUP EACH
          PREP TIME: 25 MINUTES          TOTAL COOK TIME: 45 MINUTES


INGREDIENTS:

3 cups medium pasta shells, uncooked
1 pkg. (6 oz.) baby spinach leaves
4 slices OSCAR MAYER Bacon, chopped
2 Tbsp. flour
2 cups milk
2 cups KRAFT Finely Shredded Sharp Cheddar Cheese, divided
1/4 cup KRAFT Grated Parmesan Cheese


DIRECTIONS:

1. HEAT oven to 350 degrees F.

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. Use slotted spoon to remove bacon from pan, reserving drippings in pan. Add flour to drippings; cook and stir 1 minute or until bubbly. Gradually stir in milk. Bring to a boil, stirring constantly; cook and stir 3 - 5 minutes or until thickened.

4. ADD 1 cup cheddar and Parmesan to saucepan; cook and stir 2 - 3 minutes or until melted. Add pasta mixture and bacon; mix well.

5. SPOON into 1-1/2 quart casserole sprayed with cooking spray; top with remaining cheddar. Bake 20 minutes or until heated through.