Ingredients

1

box (1 lb) elbow macaroni (about 6 cups)

1

bag (12 oz) frozen broccoli cuts

8

slices bacon

1/2

cup sliced shallots

6

tablespoons Gold Medal™ all-purpose flour

1/2

teaspoon salt

1/2

teaspoon freshly ground pepper

4

cups milk

12

oz white Cheddar cheese, shredded (3 cups)

8

oz Gouda cheese, shredded (2 cups)

20

round buttery crackers, coarsely crushed

Preparation

Heat oven to 350°F. Spray 13x9-inch (3-quart) glass baking dish with cooking spray. Cook and drain macaroni as directed on package, using minimum cook time. Meanwhile, cook broccoli as directed on package.

In 4-quart Dutch oven, cook bacon until crisp; drain on paper towels. Crumble bacon; set aside. Reserve 2 tablespoons drippings. Cook shallots in bacon drippings over medium heat, stirring occasionally, until tender. Stir in flour, salt and pepper. Cook and stir until mixture is smooth and bubbly. Gradually add milk, stirring constantly until mixture boils and thickens.

Remove from heat. Add 2 cups of the Cheddar cheese and the Gouda cheese; stir until melted. Stir in cooked macaroni and broccoli and crumbled bacon. Spoon mixture into baking dish. Sprinkle with crushed crackers and remaining 1 cup Cheddar cheese.

Bake uncovered 15 minutes or until bubbly and cheese is melted.