Adapted from www.ambitiouskitchen.com

Ingredients:

• • 10 ounces dry whole wheat cavatappi or shells (or whatever you have on hand)
  • 12 ounces of bacon
  • 6 ounces fresh spinach

For the pumpkin sauce:

• • 2 tablespoons butter
  • 1/4 cup all purpose flour (or whole wheat flour)
  • 2 cups milk (or unsweetened almond milk)
  • 1/2 finely grated Parmesan cheese
  • 3/4 teaspoon salt, plus more to taste
  • 1/2 teaspoon garlic powder
  • Freshly ground black pepper
  • 1 cup pumpkin puree

For the topping:

• • 1/2 cup shredded sharp cheddar cheese
  • 1/2 cup panko breadcrumbs
  • 1 tablespoon butter, melted

Instructions:

1. Preheat your oven to 350 degrees Spray a 2-quart baking dish or 9x9 inch or 11x7 inch baking pan with nonstick cooking spray, or grease with olive oil or butter.
2. Boil the noodles until al dente, according to the directions on the package. Once done cooking, drain and place in a large bowl.
3. Cook your bacon: Add bacon to a large skillet or pan and place over medium heat, cook bacon on both sides until crispy and golden brown. If the pan starts to smoke at any point, simply lower the heat. I always cook my bacon on medium low heat. Once bacon is done, blot with a paper towel to absorb excess grease, then chop into bite sized pieces and transfer to the large bowl with the noodles.
4. Drain the grease from the bacon pan, then place the same pan over low heat and cook your spinach: add spinach to pan and cook until spinach wilts, the spinach will absorb any of the small amount of grease remaining on the bottom of the pan. Remove from heat and transfer to the large bowl with the noodles and bacon.
5. In the same pan, add in 2 tablespoons of butter and place over medium heat. Once butter is melted, whisk in a little bit of the flour and then slowly add in milk, a little bit at a time, alternating with the flour and vigorously whisking away any lumps. Bring mixture to a boil, then reduce heat to a simmer and stir every so often, until the sauce thickens up.
6. Once the sauce has thickened up a bit, turn off the heat and stir in garlic powder, parmesan and cheddar cheese. salt and LOTS of freshly ground black pepper. Finally stir in the pumpkin puree.
7. Add the pumpkin cheese sauce to the bowl with the pasta, bacon and spinach. Season again with salt and pepper, to taste. Stir well to combine, then pour mixture into your prepared baking pan and spread out. Top with remaining ½ cup shredded sharp cheddar cheese if you like extra cheesiness!
8. In a small bowl, mix breadcrumbs with melted butter. Sprinkle breadcrumb mixture on top of casserole and bake for 25 minutes or until breadcrumbs are golden brown.