Barefoot Thursdays: Grown Up Mac and Cheese

Make sure you write up your last will and testament. It's Barefoot Thursdays and time for a naughty treat that's dangerously decadent.... Join in and live dangerously with the rest of us.
It's not quite cool enough here for cheesy baked casseroles, but that didn't stop the Barefoot Bloggers from making one of Ina's most scrumptious dinners yet. And as far as macaroni and cheese go, this one is only just bad for you. Not particularly-extra-supremely bad for you, especially with just a few itty bitty tweaks. I won't tell you it's health food, but if you make a batch and eat a patch your pants will still latch.
I used half the bacon called for in the recipe, and then caramelized some onions in a bit of the drippings. I had to do that since the Quiet Man thinks that macaroni and cheese is boring. Fortunately, caramelized onions and bacon make everything taste fun! exciting! thrilling! superlative! Next I used a wee bit less butter, low fat milk, and not so much cheese as dear Ina would have liked. I also switched my cheese choices up a bit, since I'm cooking on a budget here folks. I swapped out swiss for the gruyere, parmesan for the blue (not on sale this week), and kept the cheddar. One important boost for this dish- I baked it a lot less than the recipe suggests. Long bakes can dry out mac and cheese, so I cook it just until the sauce is bubbling, then heat the broiler to finish the top.
Our lovely guests for dinner declared it the most divine macaroni and cheese in all of creation and then held me down (see why this recipe is so dangerous?) and made me promise to post the recipe here. So here it is-now go update your will and then get baking.
Money Saving Tips: This dish can cost a little or a lot- depending on which cheese you choose to use. I opted for what I could find on sale this week at the store, but that can change from week to week. Stay flexible in order to save some money, and you might just discover a cheesy winning combination in the process.
Grown Up Mac and Cheese with Bacon and Caramelized Onions
Adapted from the Barefoot Contessa
Estimated Cost: $7.00 for six servings
Notes: If you take my fat saving suggestions, it works out to about 1/2 tablespoon of butter, 1/2 cup low fat milk, 2 ounces of cheese, and less that one slice of bacon per person. Pretty reasonable for a cheesy pasta dish.
1 lb. small shells pasta
4 slices bacon
2 large onions, thinly sliced
3 tablespoons butter
3 tablespoons flour
3 cups hot milk
1 cup shredded sharp cheddar cheese, divided
1 cup shredded swiss cheese, divided
1 cup finely grated parmesan cheese, divided
3/4 cup panko bread crumbs (Japanese style bread crumbs) or regular white bread crumbs
1-2 tablespoons chopped fresh basil
Cook pasta according to package directions, taking care to not over cook. Place pasta in buttered 9 by 13 inch baking dish. Preheat oven to 400 degrees. Meanwhile, in a medium saucepan, cook bacon until crisp; drain on paper towels, crumble and reserve. Wipe out saucepan with a paper towel and add onions-there should still be a little teensy bit of bacon grease in the pan. Cook onions over medium high heat, until nicely browned and caramelized, about 15 minutes. In a separate saucepan, melt butter over medium heat. Whisk in flour and cook for two minutes. Add warm milk and whisk until thickened, about two minutes. Remove from heat and stir in 3/4 cup of cheese; season to taste with salt and pepper. Add cheese sauce and bacon to pasta in baking dish and mix well. Top with remaining 1/4 cup of each cheese, the bread crumbs, and basil, sprinkling evenly. Bake just until sauce bubbles, about 10 minutes. Turn on broiler and broil just until the breadcrumbs on top are nicely toasted, about 4 minutes.
Coming Tomorrow:
Cat's Pajama's Oven Baked Cajun Fries