Step 1

Prepare macaroni according to package directions. Set aside.

Step 2

In large pot, melt butter over medium high heat. Add skim milk and bring to near boiling. Reduce heat to medium and sprinkle in flour. Whisk vigorously over medium heat for 1-2 minutes. Mixture should be thick and boiling. Slowly add cream, while whisking. Add in salt, pepper, mustard and worcestershire sauce. Reduce heat to low and continue to stir for about 5 minutes.

Step 3

In food processor, shred Gouda and Cheddar cheese. Add to pot, stir until thoroughly combined.

Step 4

Add cooked macaroni to cheese mixture. Pour into a 13x9 dish.

Step 5

In same food processor bowl (no need to wash it after shredding the cheese), process 5 slices of bread to a fine crumb. Add melted butter. Sprinkle over macaroni. Top with crumbled bacon.

Step 6

Bake uncovered in a 375 degree oven for 25-30 minutes.ENJOY!