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I actually made this as one of those dinners where I hadn't been shopping and used what I had in the kitchen. It is actually our very favorite mac and cheese and I've tried many.
- Preheat oven to 350 degrees.
- Cook pasta to al denta. Set aside.
- Dice onion and bacon and saute in medium to large pot until slightly crisp.
- Add 3 Tbsp of flour and cook for about 2 to 3 minutes. While doing that, heat the milk in the microwave for a few minutes till hot, but not boiling.
- Add the milk slowly while stirring. Then, add the cream cheese, cheddar cheese. Grate the parmesan in next ( to taste ), salt, pepper, and nutmeg. ( I used 3 quick dashes of the nutmeg ).
- Allow sauce to cook over low heat until all the cheeses are melted.
- Spray a casserole dish with cooking spray, and in a small bowl, combine bread crumbs with freshly grated parmesan cheese.
- Once the sauce is blended well, pour it over the cooked pasta and mix together well.
- Pour mixture into casserole dish and top with breadcrumb mixture. Dot top of that with butter.
- Bake for 20 to 30 minutes, or until bubbly.