1Start by cooking the pasta el dente,don't overcook! Drain and set to the side.
Next,in a large non-stick skillet or pot melt one stick of the butter,saute the shallots until lightly browned and stir in the flour. Add the canned soup and half of the cream,wait until later when it's all mixed together to see if you need to add more cream if it's too dry. Next,add the shredded cheese and the grated cheese,keep simmering until it's all melted and gooey,add the chopped bacon,cracked black pepper.
2Fold in the par-cooked macaroni and mix well.Check too see if you need to add more cream at this point.
Melt the other stick of butter and toss with the panko bread crumbs,sprinkle all over the top and bake for 35 minutes in a pre-heated 350 oven. Enjoy!! :)