1 lb block sharp cheddar cheese
10 oz. Medium pasta shells
1/2 cup milk
1/2 cup heavy cream
5 slices bacon
2 cups diced cooked ham
1/2 cup bacon bits
1 tsp each salt and pepper
Preheat oven to 350 degrees. Boil water for pasta. Meanwhile, grate cheese in a large bowl. Fully cook pasta (about ten minutes). In another saucepan, combine milk, cream, salt, and pepper over low heat. Add 3/4 of the shredded cheese. Stir constantly until cheese is melted.
Combine cheese mixture, pasta, crumbled bacon, bacon bits, and ham. Spray cooking spray in an 8x8 dish and add half the pasta mixture. Top with half the leftover cheese. Add remaining pasta mixture and sprinkle with salt and pepper. Top with remaining grated cheese. Cook covered for 15 minutes, and uncovered for an additional 5. Let stand 5 minutes before serving.