Preheat the oven to 375°F.

Boil your macaroni until al dente, according the package. While the macaroni is cooking, cut up your spam into small cubes and fry in dry, nonstick skillet over medium low heat until brown and crispy. Flip occasionally so all sides are crisp. When brown, remove from the pan and drain on paper towels. Set aside.

When the macaroni is finished, rinse with cold water and set aside until your sauce is finished.

In a large sauté pan or skillet, melt the butter over medium heat. Add the flour and stir constantly for about three minutes, until completely smooth and incorporated. Pour in 1 cup of the milk in a thin stream while whisking. It will start out lumpy, but keep whisking and it will smooth out into a thick paste. Add the rest of the milk and whisk until smooth. Keep on medium heat, stirring occasionally, for about 10 minutes, until the sauce thickens. Remove from the heat and add the pepper, 2 cups of cheese, and half of the spam cubes. Stir until cheese is melted. Add the drained pasta and gently mix. Taste and adjust seasonings if needed.

Pour the mac and cheese into an oven proof container and sprinkle on the remaining 1 cup of cheese and reserved spam cubes. Bake for 20-30 minutes, or until cheese is melted and golden brown. Enjoy hot.

Note: I felt like ½ can of spam was more than enough, but if you’re feeling extra spam-licious, feel free to use the whole can. If that’s the case, you most likely won’t need any additional salt.