Step 1

Preheat the oven to 350 degrees.

Step 2

In a large nonstick skillet, cook chopped bacon over medium heat 5-8 minutes until it starts to turn golden.

Step 3

Add panko breadcrumbs to the bacon and stir well.  Remove from heat and set aside.

Step 4

Melt butter in a large saucepan over medium heat.

Step 5

When butter is melted whisk in the flour and cook for one minute.  Add the salt and pepper to taste.

Step 6

Slowly whisk in the milk until your sauce is smooth.

Step 7

Bring to a simmer, then reduce heat to low and simmer for 5 minutes whisking occasionally until sauce has thickened.

Step 8

Add the cheeses to the sauce along with more salt and pepper to taste if desired. Stir and allow to cook for a few minutes until the cheese is fully melted.

Step 9

Next, add pasta to the sauce and stir until coated.  Pour macaroni into a large 9x13 inch baking dish.

Step 10

Sprinkle bacon/panko mixture over macaroni. Cook at 350 for 20-30 minutes until golden brown and bubbly.