Ingredients

• 1 lb noodles, elbow, penne, farfalle
• 16 ounces , cheese. (I used jack and sharp cheddar)
• 1/2-1 lb of applewood smoked bacon, cooked but not too crispy & broken into bite size pieces
• 1 onion, pureed
• cayenne pepper, salt & pepper to taste
• frozen peas
• 1 cup heavy cream
• 3 -4 cups milk
• 2 cups crushed potato chips and seasoned bread crumbs, to cover
• butter

Instructions

1. Cook bacon and set aside on paper towels to drain.

2. Cook noodles, al dente, drain and set aside.

3. For sauce: melt 3-4 tablesppons butter and whisk in equal amount of flour to form a paste.

4. Add the half cup or so of pureed, or finely chopped, onion and stir for minute or so to cook the onion.

5. Add the heavy cream and milk.

6. Cook until smooth.

7. Add the cheese, cubed or grated is fine, cook until melted and smooth.

8. Season with salt, pepper, and CAYENNE to taste.

9. Combine the sauce with drained noodles and stir in frozen peas.

10. Pour into baking dish and top with crushed mixture of chips and panko crumbs.

11. Cook for about 20 minutes at 400 and then top with a few pats of butter and continue cooking til bubbly and brown.

12. Enjoy!