Deeeeeeeeeeee-licious! I improvised a little bit due to what I had available. I used quartered Hormel pepperoni slices because I didn't have bacon. Instead of bacon fat, I used 3T. of butter to saute and I added some celery salt into the butter while sauteeing, because I didn't have celery. Also, I used an 8 oz. pckg. of cheddar plus several slices of Kraft singles b/c that's what I had. This made it creamier and not so sandy/grainy- textured. To keep from getting that texture, turn off heat AS SOON AS cheese is melted! Don't simmer to "meld" flavors- they'll already be perfectly melded. I also added some green onions and parsley for a little more color. YUMMMMMMY!!