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It was a dark and stormy night.  Not really, it was clear and cool and the kiddies were all decked out in costumes.  How else should I celebrate Halloween than with a few friends and a giant vat of macaroni and cheese.

As per my norm, I scoured the web for visual inspiration then set off on a random course of throwing stuff together until it tastes good.

I cooked up the last few slices of my bacon, rendering the fat.  I set aside the cooked bacon to add back in later.

To the rendered fat (it was a couple of tablespoons) I added 2(ish) tablespoons butter and 1/4 cup flour to make my bechamel.  Stirring about 3-4 minutes then adding 2 cups half and half and 2 cups 2% milk.  Again, stirring another 3-4 minutes until it begins to thicken.

I added 3/4 of a pound of both Tillamook Pepper Jack and Extra Sharp Cheddar cheeses.  At this point I added back the cooked bacon and stirred till it was all melty and smooth.  I added roughly 2-3 teaspoons each cayenne, smoked paprika, dry mustard, and a little salt.  Add in 1 1/2 pounds of cooked whole wheat penne.

In a gallon zip top bag, add 1 cup goldfish and 1-2 cups jalapeno potato chips and roll with rolling pin until evenly crushed.  Spread evenly on top of cheesey noodles and dot with couple teaspoons butter.

Bake at 400 for 30 minutes until bubbly and browned on top.

Not the greatest picture but it sure tasted good!  Next time I’ll add a bit more heat and more of the jalapeno potato chips.

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