Mac N Cheese

This is another recipe that I got from Lottie + Doof.  To be honest, I wasn't a huge fan, but Sam loooved it.   The only homemade mac n cheese that I've tried and liked is the one my mom makes, and for some reason I keep trying recipes other than hers and they just don't measure up (PS: Mom, send it my way please? :) ).  I think the problem is that onions just make me feel sick now for some reason, so that was all I noticed in it.  We also didn't add bacon, which we all know tends to make things better.  Sam thought it was awesome, and I think it really is a great recipe.  And it looked awesome!  I did half of the recipe regular as I'll post below, and the other one I added about 3/4 of a small can of tomato paste.  Both were great! Anyway, here it is:

Mac + Cheese

• 6 tablespoons unsalted butter, divided
• 3 slices bacon, diced
• 1 cup of finely chopped yellow onion
• 1 teaspoon red pepper flakes (or less if you would like this with less spice)
• 2 small garlic cloves, minced
• 3 tablespoons all-purpose flour
• 3 cups whole milk
• 3 cups coarsely grated sharp cheddar cheese,  divided
• 1 cup Parmesan cheese, grated
• 4 ounces Mascarpone or cream cheese
• 3/4 cup panko (Japanese Breadcrumbs)
• 1/2 cup chopped fresh parsley
• 1 pound Penne

Melt 1 tablespoon of butter in large deep skillet over medium-high heat. Add bacon and cook until crisp. Use a slotted spoon to remove bacon to paper towels to drain. Remove all but about 3 tablespoons of fat from the pan. Add onion and saute until tender, about 5 minutes. Add red pepper flakes and garlic, stir for 1 minute. Stir in 2 tablespoons butter, allow to melt, and then add the flour and stir for a minute. Gradually whisk in 3 cups of milk; simmer until thick enough to coat a spoon, stirring frequently, about 5 minutes. Remove from heat and whisk in 2 1/4 cups of cheddar and all of the Parmesan cheese and marscapone. Return bacon to sauce and season with salt and pepper.

Melt 3 tablespoons butter in large nonstick skillet over medium heat. Add panko and stir until light golden brown, about 5 minutes. Remove from heat, stir in parsley.

Preheat oven to 375 F. Lighly butter a 13x9x2 inch glass baking dish or similarly sized gratin dish. Cook pasta in large pot of boiling water until very al dente. Drain well. Toss pasta and cheese sauce and season again with salt and pepper, if needed. Transfer mixture to prepared baking dish and top with remaining cheese and breadcrumbs. Bake until hot and topping is golden brown, about 30 minutes. Let sit for 5 minutes before serving.