01 - Boil elbow macaroni in salted water according to package directions. Drain and reserve.
02 - Melt butter in medium saucepan over medium heat. Add flour, whisk for 1 minute until blended. Gradually pour in whole milk while whisking constantly until smooth and thickened, approximately 2 minutes.
03 - Lower heat and stir in shredded cheddar cheese, salt, and black pepper until completely melted and creamy.
04 - Fold drained macaroni, chopped bacon, and chopped spinach into cheese sauce. Combine thoroughly.
05 - Spread mixture on parchment-lined baking sheet. Allow to cool at room temperature, then refrigerate for 30 minutes until firm.
06 - Portion and roll chilled mac and cheese mixture into evenly sized 1.5-inch balls.
07 - Set out three shallow bowls: one with flour, one with beaten eggs, and one with panko breadcrumbs combined with paprika and garlic powder.
08 - Toss each ball in flour, dip in egg, and roll in seasoned panko crumbs until fully coated.
09 - Heat 2 inches of vegetable oil in deep skillet or pot to 350°F. Fry poppers in batches for 2 to 3 minutes, until golden and crisp. Transfer to paper towel-lined plate to drain.
10 - Present the poppers warm, paired with preferred dipping sauce.