Bacon & Caramelized Onion Baked Mac and Cheese

Whatever you do, please make this mac and cheese. You won't regret it. In fact, you might just dream about every single bite of it for over a week, like I did. Thank goodness for Book Club or I wouldn't have half the reasons to bake decadent stuff like this. The girls loved it. We had quite the evening of indulgence as we hashed out the good, bad, and just plain ridiculous about the trilogy "Fifty Shades of Grey."

Back to this Mac and Cheese. The flavor layers are deep and intense. They build from the bacon frying, then onions caramelizing, and then milk simmering all in the same pan. Add in heaps of Gruyere and sharp Cheddar cheeses and it's heaven on a plate. Orecchiette pasta was the perfect concave shape; each pasta piece acted just like a miniature bowl full of gooey, savory, crisp bacon-y goodness.

And now you know why I decided on this dish for our "better than s*x" Book Club dinner theme. Enough said.

Bacon & Caramelized Onion Mac and Cheese: makes one 9x13 baking dish full
Ingredients:
sea salt
1 lb. orecchiette pasta
1 tablespoon oil
3 large slices of thick slab-cut applewood smoked bacon
2 large shallots, thinly sliced
1 quart 2% milk
1 stick butter, divided
1/2 cup all purpose flour
4 cups shredded gruyere cheese
2 cups shredded extra-sharp cheddar
6 oz. light cream cheese
1/2 teaspoon freshly ground black pepper
1/2 teaspoon ground nutmeg
salt to taste
1 cup panko bread crumbs

Directions: 
Place a large pot of water over high heat to boil. Add the salt. When rapidly boiling, add pasta and cook until almost al-dente (about 2-3 minutes less than the package says). Drain and rinse to stop the cooking.

Meanwhile, heat a large frying pan over medium heat. Add the oil, then the bacon slabs and cook until the bacon is deep brown and just crisp. Remove to a plate layered with paper towels. Add the shallots to the pan with the bacon grease. Stir and cover. Cook until deep brown, stirring occasionally, about 5-10 minutes.  Meanwhile crumble or slice the bacon into 1/2" hunks.

Remove the caramelized shallots from the pan and set aside. Reduce the heat to low. Pour the milk into the frying pan and allow to slowly heat through (do not boil). In a separate, large pot melt 6 tablespoons of butter and add the flour. Whisk over low heat for 3-4 minutes to cook out the flour flavor, then add the warm milk and cook until thickened and smooth, about 10 minutes more. Turn off the heat. Add the gruyere, cheddar, baconn, shallots, 1 Tablespoon salt, pepper, and nutmeg. Stir until well mixed. Add the cooked macaroni and stir well.

Heat oven to 375 degrees. Pour into a 9x13 baking pan. In a small bowl, melt the remaining butter in the microwave and stir together with the panko breadcrumbs. Sprinkle evenly over the macaroni and cheese.

Bake, covered with foil, for 20 minutes. Remove foil and bake for another 15-20 minutes or until golden brown and bubbling. Serve immediately.