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Prepare 9x13 glass baking dish by spraying with non stick cooking spray. Set aside.
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Preheat over to 400 degrees.
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Bring a large pot of water to a boil. Add sea salt and penne and cook for 10-12 minutes or till al dente.
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While the pasta cooks in a medium size sauce pan on medium heat add 4 tablespoons of butter and melt. Whisk in flour. Slowly whisk in milk and continue to stir till thick.
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Add nutmeg and salt, stir and set aside.
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When pasta is done, drain and return to pot.
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In baking dish layer half pasta on the bottom. Cover with 1/2 cup of ham, 1/2 cup pepperoni, half cream sauce and 8 ounces of cheese.
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Repeat second layer with remaining pasta, ham, pepperoni, cream sauce and cheese.
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Place in oven and cook for 30 minutes or until cheese is bubbly.
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Remove from oven, cook for 5 minutes and ENJOY!