I saw Rachael Ray make this on her show in January 2012. This is my variation of her recipe.

1 box Elbow Macaroni, cooked per pkg. directions
4 T Butter
1 Onion, chopped
3 Fresno Chili Peppers, seeded & chopped
2 Jalapeno Peppers, seeded & chopped
4 cloves Garlic, grated
3 T Flour
2 c. Half & Half
8 oz. Cream Cheese
2 c. Cheddar Cheese, grated
Center Cut Hickory Smoked Bacon

Saute onion, chili’s & garlic in butter until softened.
Stir in the flour & cook 3 minutes.
Add half & half and stir to thicken.
Add the cheeses & stir to melt.
Pour the sauce over the cooked macaroni & stir.
Place in a baking dish & top with slices of bacon.
Broil 4″ from heat source until bacon is crisp.

Variation: For this version use orzo pasta: Preheat oven to 400°. Seed & de-rib halved red, yellow or orange bell peppers. Steam the peppers for 5 minutes. Stuff steamed peppers with prepared mac-n-cheese, top with bacon &  Bake 10 minutes. Turn the oven to broil & cook until bacon is crisp.