Make 9 x 13 pan
1 pounds elbow and Shell Pasta
Water
Salt

Bring enough water to completely cover the pasta to a boil. Salt liberally. Add the macaroni and cook until just tender. It will continue to cook in the oven.

Béchamel Sauce
5 tablespoons butter
4 tablespoons all-purpose flour
4 cups milk
2 teaspoons salt
1/2 teaspoon freshly grated nutmeg
½ cup shredded cheddar cheese (plus 2 cups for topping)
½ cup shredded Monterrey Jack cheese
¼ cup grated parmesan cheese
Toppings
8 strips of bacon cut crossways into thin strips and fried to nearly crispy
1 onion diced
1 T minced garlic
1 tsp. thyme leaves

In a saucepan, begin heating the milk until just about to boil.  While the milk is heating, in a medium saucepan, heat the butter over medium-low heat until melted. Add the flour and stir until smooth. Over medium heat, cook until the mixture turns a light, golden sandy color, about 6 to 7 minutes.

Add the hot milk to the butter mixture 1 cup at a time, whisking continuously until very smooth. Bring to a boil. Cook 10 minutes, stirring constantly, then remove from heat. Season with salt and nutmeg, and add the cheeses, stirring to melt and combine.

Place the cooked macaroni in a large baking dish. Pour the cheese sauce over the macaroni and stir to combine.

Sauté the onion, garlic and thyme leaves for about 5 minutes until the onion softens. Season with salt and pepper. Remove from heat and add the chopped bacon back to the skillet. Stir to combine.

Top the macaroni with 2 cups of shredded cheddar cheese. Do not stir!

Add the bacon onion mixture. Torch the top lightly to brown the cheese, or place
under a broiler.