Macaroni & Cheese with Bacon & Caramelized Onions

I make several varieties of macaroni & cheese but this one is my husband's favorite.  (I think it's the bacon that wins him over.)  But really, noodles with sweet caramelized onions & salty bacon drenched in creamy cheddar cheese- what's not to love?!?  While some mac n cheeses are severed on the side, I think this one deserves to be the main attraction!  Serve it with a simple salad or my favorite, steamed broccoli for a dinner that is sure to please!  
1 lb dried, Elbow Pasta
1 1/2 cups Sharp White Cheddar, shredded
1 1/2 cups Sharp Yellow Cheddar, shredded
8-10 slices of Bacon, cut into 1" pieces
2 medium sized, Yellow Onions, cut in half then thinly sliced
6 tbsp Butter
1/4 cup Flour
2 1/2 cups Milk (I use skim)
Salt & Pepper to taste

In a large pot, cook the chopped bacon over medium heat.
Cook until crispy, being careful not to over cook.  
Remove the bacon with a slotted spoon & drain on a paper towel lined plate.  Set aside for later.
Drain as much bacon fat from the pan as you can.  Place the pan back over medium- medium/ low heat & add 4 tbsp of  butter.
When the butter is melted, add the sliced onions.  
 Saute the onions, stirring occasionally until they are golden brown.  This will take about 15- 20 minutes.
Meanwhile, in a separate pot, cook the pasta in lots of salted boiling water.  Drain the pasta when it is just shy of al dente.  You want it slightly under done since it will cook more in the oven.  Set it aside.  
Preheat the oven to 350 degrees.  Reserve some of the caramelized onions for topping then add 2 tbsp of butter to the pot & melt (still at medium- medium/ low heat).  When the butter is melted, add the flour to the pot.
 Cook 1 minute, stirring constantly.
 Pour in the milk & stir to incorporate.  Cook 3-5 minutes, stirring frequently, until thickened.
 When the sauce has thickened some, turn the heat down to low & slowly, working in batches, add the shredded cheddar cheese.  Stir to incorporate between each batch.  Make sure to reserve some of the cheese for topping!!
 Then add the cooked pasta to the cheese sauce & stir to incorporate.
 Fold in some of the bacon, reserving some for topping.  Taste & adjust seasonings, if needed.
Pour the macaroni & cheese mixture into a 9 X 13 casserole dish that has been been coated with non stick spray.  Top with the reserved bacon, caramelized onions, & cheese.  
Place in a 350 degree, preheated oven, for 20 minutes, or until bubbly.  
 Let stand for 3- 5 minutes before serving.
Oh my, just look at all that bacon & cheese!!  
This recipe serves 6-8.  

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