Warm the milk in a pot over medium heat, until it starts to bubble. Remove from heat.

In a heavy bottom pot, I used a dutch oven, to melt the butter. Once the butter is melted add the flour and whisk until the flour mixture is light brown...about 2 minutes. Remove from heat.

One cup at a time, pour warm milk into the flour mixture...whisk constantly. The sauce will become very thick after the first addition and then thin out when you get all 3 cups added. After all the milk is added, return the pot to medium heat.

Continue to whisk until the sauce thickens - about 2 minutes.

Add in the smoked cheddar and jack cheese, stir until the cheese has melted into the sauce.

Stir in cooked pasta and cooked bacon.

Scoop the cheesy macaroni into individual ramekins or one large baking dish. Cover with panko bread crumbs and parmesan cheese.

Bake in 400°F oven for 10-15 minutes for small ramekins or 20-25 minutes for large baking dish. If you would like your topping extra golden, place the mac and cheese under the broiler for 1-2 minutes.