8 slices bacon, cut into small pieces
1 sm. onion, finely chopped
1/4 c. flour
1/4 tsp. nutmeg
4 c. milk
10 3/4 oz. can condensed chicken broth
2/3 c. Hungry Jack Mashed Potato Flakes
4 oz. (1 c.) shredded Cheddar cheese
9 oz. pkg. Green Giant Harvest Fresh Frozen Chopped Spinach, thawed, well drained

In large saucepan, fry bacon over medium heat until crisp. Drain; reserve 3 tablespoons bacon drippings in pan. Saute onion in bacon drippings until tender. Sprinkle with flour and nutmeg; cook and stir until mixture is smooth and bubbly.

Gradually add milk, chicken broth and potato flakes. Cook until mixture is slightly thickened, about 5 minutes, stirring frequently. Add bacon, cheese and spinach. Heat gently, stirring constantly, until cheese is melted. Do not boil. Makes 5 (1 cup) servings.