Bacon and Caramelized Onion Mac and Cheese

A hearty casserole for dinner! Enjoy this cheesy bacon and pasta dish that’s topped with Progresso™ bread crumbs.


2 large sweet onions, sliced (4 cups)
1 package (16 oz) uncooked penne rigate pasta

Cheese Sauce
1 tablespoon butter or margarine
2 tablespoons Gold Medal™ all-purpose flour
1/2 teaspoon salt
1/4 teaspoon pepper
1/2 teaspoon Dijon mustard
2 cups fat-free (skim) milk
1/2 cup reduced-fat sour cream
2 oz Gruyère cheese, shredded (1/2 cup)
3 slices bacon, crisply cooked, crumbled

1/2 cup Progresso™ panko crispy bread crumbs
1/4 cup chopped fresh basil leaves


1. Spray 12-inch nonstick skillet with cooking spray; heat over medium heat. Add onions to skillet; cook uncovered 10 minutes, stirring every 3 to 4 minutes, until tender and starting to brown. Reduce heat to medium-low. Cook 35 to 40 minutes longer, stirring every 5 minutes, until onions are deep golden brown; set aside.

2. Meanwhile, cook and drain pasta as directed on package except omit salt. Spray 11×7-inch (2-quart) baking dish with cooking spray. Pour pasta into baking dish; keep warm.

3. While pasta is cooking, make cheese sauce. In 3-quart saucepan, melt butter over medium heat. Stir in flour, salt, pepper and mustard with wire whisk. Cook about 2 minutes, stirring constantly, until mixture is smooth and bubbly; remove from heat. Gradually stir in milk. Heat to boiling, stirring constantly; boil and stir 1 minute. Remove from heat; stir in caramelized onions and all remaining cheese sauce ingredients.

4. Heat oven to 400°F. Pour cheese sauce over pasta in baking dish. Sprinkle with topping ingredients. Bake uncovered 10 minutes or until heated through (topping will not be brown).

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