01 - Boil the elbow macaroni in salted water according to package directions until al dente. Drain thoroughly and set aside.
02 - In a medium saucepan over moderate heat, melt unsalted butter. Whisk in flour and cook for 1 minute. Gradually pour in whole milk, whisking constantly until a smooth, thickened base forms, approximately 2 minutes.
03 - Reduce heat to low. Add shredded cheddar cheese, salt, and black pepper. Stir to combine until the cheese is fully melted and sauce is smooth.
04 - Fold in cooked macaroni, chopped bacon, and finely chopped spinach until evenly incorporated.
05 - Spread mac and cheese blend over a parchment-lined baking sheet. Allow to cool, then refrigerate mixture for 30 minutes to firm.
06 - Shape the chilled mixture into 1.5-inch diameter balls.
07 - Set out three shallow bowls: one with flour, one with beaten eggs, and one with panko breadcrumbs mixed with paprika and garlic powder.
08 - Coat each mac and cheese ball in flour, dip in egg, then roll in the seasoned panko breadcrumb mixture until completely covered.
09 - Heat 2 inches of vegetable oil in a deep skillet or pot to 350°F. Fry coated poppers in batches for 2 to 3 minutes each, turning for even browning, until golden and crisp. Transfer cooked poppers to a plate lined with paper towels to drain excess oil.
10 - Arrange poppers on a serving platter and enjoy warm with your preferred dipping sauce.