Step 1

Preheat oven to 400°F. Add bacon to parchment-lined sheet and bake for 20 minutes. Remove from oven and let cool before crumbling up.

Step 2

To make breadcrumb topping, melt 2 tbsp butter in small pan over low heat. Once melted, add panko, garlic and 1/2 cup Parmesan and toss to combine. Set aside.

Step 3

In large saucepan or Dutch oven, melt 1/2 cup butter. Stir in flour and black pepper. Cook for about 1-2 minutes until well combined. Gradually add milk and cook until the mixture is smooth and bubbly, about 10 minutes. You'll want to stir constantly.

Step 4

While making sauce, cook macaroni according to package and set aside.

Step 5

Remove sauce from heat and gradually add gouda, cheddar cheese, 1/2 cup Parmesan cheese and the bacon. Stir in until cheese is melted. Add pasta and mix until everything is coated. Pour into a 9x13 greased baking dish. Top with breadcrumb mixture.

Step 6

Put under broiler until the mixture bubbles and top is browned. Should be about 1 to 2 minutes. You can't leave unattended or it will burn. Remove from broiler and let rest for 5 minutes.