Okay, I know that there are those of you who will beg to differ (Shoshana), but in my mind, this is some of the. best. macaroni. and. cheese. ever.

From Sarah Foster's Fresh Every Day. We had it last week to use up the last of the leftover turkey.

2 T unsalted butter, plus more for buttering pan
1/2 lb. bite sized pasta (we used bow tie)
2 t. sea salt
2 T olive oil
1 large yellow onion
3 garlic cloves minced
2 C milk
2 C heavy cream
3 1/2 C cooked shredded chicken (this is where we used the turkey)
2 C shredded sharp cheddar cheese
1/2 grated Parmesan cheese
8 ounces fresh spinach, washed, stems removed, blah, blah, blah
2 t. dried marjoram
1 to 2 T hot sauce (I used Texas Pete)
Freshly ground black pepper to taste
1. Preheat oven to 350. Lightly butter a 9X13 backing dish
2. Boil pasta until al dente. Drain and transfer to a large bowl. Drizzle with 1 T of olive oil and toss to coat.
3. Melt butter with remaining tablespoon of olive oil in a large skillet over medium heat. Add onion and cook, stirring occasionally until translucent. Add garlic and cook for a minute longer, stirring constantly so the garlic doesn't brown.
4. Stir in the milk and cream, reduce heat to low and simmer, stirring occasionally, until sauce is reduced by half and is thick enough to coat the back of a spoon, about 20 minutes.
5. Remove sauce from heat and add the chicken, Cheddar, Parmesan, spinach, marjoram,hot sauce, salt and pepper. Stir until cheeses have melted and spinach has wilted. Pour into a bowl with the pasta and toss to coat with sauce. Taste (!) and season to taste.
6. Transfer pasta to baking dish and bake for 45 minutes or until the sauce is bubbling around the edges and pasta is slightly brown on top. Let rest for ten minutes before serving warm.

What do you say? A macs and cheese cook off? Sounds like a win-win to me!