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Preheat the oven to 350 degrees.
In a large nonstick skillet, cook chopped bacon over medium heat 5-8 minutes until it starts to turn golden.
Add panko breadcrumbs to the bacon and stir well. Remove from heat and set aside.
Melt butter in a large saucepan over medium heat.
When butter is melted whisk in the flour and cook for one minute. Add the salt and pepper to taste.
Slowly whisk in the milk until your sauce is smooth.
Bring to a simmer, then reduce heat to low and simmer for 5 minutes whisking occasionally until sauce has thickened.
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.
Next, add pasta to the sauce and stir until coated. Pour macaroni into a large 9x13 inch baking dish.
Sprinkle bacon/panko mixture over macaroni. Cook at 350 for 20-30 minutes until golden brown and bubbly.