- Slice the bacon into bite sized pieces and put it in a large cold skillet.
- Turn the heat to medium and cook the bacon until crisp. Remove bacon from pan and drain onto a paper towel-lined plate.
- While the bacon cooks, cook the pasta 1-2 minutes less than the package instructions so that it is very al dente. Drain, and set aside.
Preheat the oven to 375.
- Remove all but 1-2 TBSP of the bacon fat from the pan and add 2 TBSP butter, heat over medium until butter is melted, then sprinkle in the flour.
- Stir with a wooden spoon and cook for 2 minutes to remove the raw flour taste. Whisk in the milk until smooth. Season with salt and pepper.
- Add the 3 cheeses in slowly, about 1/4 C at a time, making sure it's melted into the sauce before adding more.
- Once all of the cheese is melted into the sauce, taste for seasoning and add more salt and pepper if needed. Then pour over the prepared pasta. Prepare a 9X13 baking dish or 4 individual dutch ovens by spraying lightly with nonstick spray.
- In a small pan, melt the remaining 2 TBSP butter and add the panko bread crumbs. Toast until golden brown.
- Pour the pasta into the pan and top with bread crumbs.
Bake at 375 for 20-25 minutes. Enjoy.