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I feel like almost all of my pasta recipes are a variation on mac and cheese.  This is my favorite.  I’d pay big $$ for it at a fancy italian restaurant.  It really is absolutely the best with the lemon called for in the recipe, but still pretty tasty without.  I never noticed how lemon really kicks things up a notch until I had to start cooking without it.  Anyway, since you probably don’t have an allergy to citric acid, I recommend that you leave it in.  There’s an option to make this vegetarian or bacon-y.  Laura (Over at A Wilderness Life.  Visit her.  She’s great.) once gave me quite possibly the best vegetarian cooking tip I’ve ever received: smoked paprika is a perfect substitute for bacon or ham in any recipe.  It gives a smokiness and a depth of flavor that you would normally get from meat.  I can’t live without smoked paprika in my cupboard now.  Even as a fan of bacon, I don’t miss it in this recipe when I use the smoked paprika, so it’s your call.  And FYI: the sauce is delicious as a stand alone mac and cheese sauce in case you’re out of tortellini and/or spinach.

12 oz bag tortellini 

3 cloves garlic

4 oz bacon or 2 tbsp olive oil and 1/2 tbsp smoked paprika

2 Tbsp flour

2 cups milk

3/4 tsp salt

1/8 tsp pepper

1.5 tsp dry basil

1/4 tsp red pepper flakes

1 medium lemon (or a splash of lemon juice)

2 cups spinach

3/4 cup grated mozzarella, divided

3/4 cup parmesan, divided

Cook tortellini according to package directions.  Meanwhile, dice the bacon and cook it until crisp if you’re using it.  Remove the bacon, but leave a couple of tbsp of grease in the pan.  Alternately, sauté garlic and paprika in a 2 tbsp of oil.  Add the flour and stir constantly letting it cook for about one minute.  Whisk in milk and spices.  Stir often as it thickens.  Roughly chop the spinach.  Add lemon juice and zest to the sauce.  Combine sauce, half the cheese, spinach, and tortellini in a baking dish.  Top with the remaining cheese and bake at 350 until cheese is melted and bubbly.