1. Bring first 3 ingredients to a boil in a large saucepan over medium-high heat; reduce heat, and simmer 8 minutes or until potatoes are tender. Drain and set aside.

2. Drain spinach well, pressing between paper towels.

3. Spread half of potatoes in a lightly greased, shallow 11- x 7-inch baking dish; sprinkle evenly with half of pepper. Spread spinach over potatoes; sprinkle with bacon. Top with remaining potatoes and remaining pepper.

4. Stir together cream cheese and sour cream. Dollop cream cheese mixture evenly over potatoes; sprinkle with shredded cheese.

5. Bake at 400° for 25 to 30 minutes or until golden and bubbly.

Note: For testing purposes only, we used Simply Potatoes Homestyle Slices.

To lighten: Substitute turkey bacon for bacon, or reduce the amount of regular bacon; use reduced-fat cream cheese and sour cream.