1. Prepare the Oven and Pasta:

• Preheat your oven to 375°F (190°C). Lightly grease a 3-quart baking dish and set it aside.
• Bring a large pot of water to a boil over high heat. Once boiling, add salt and the Shellbows pasta (or elbow macaroni). Cook the pasta for about 6 minutes, just enough for it to be al dente—it should still have a firm bite. Drain the pasta and transfer it directly into the prepared baking dish, setting it aside for later.

2. Cook the Bacon:

• In a large skillet over medium heat, cook the bacon until it becomes crispy on both sides. This should take around 4 to 5 minutes per side.
• Remove the bacon from the skillet and place it on a paper towel-lined plate to drain any excess grease. Once cooled, chop the bacon into small pieces and set them aside.

3. Caramelize the Shallots and Add Herbs:

• In the same skillet where you cooked the bacon, melt the butter over medium heat. Add the diced shallots and chopped thyme, cooking for about 5 to 6 minutes until the shallots become soft and nearly translucent. The aroma will be savory and herbaceous—this step adds a depth of flavor to the dish that you won’t want to skip.

4. Make the Cheese Sauce:

• Once the shallots are softened, sprinkle the flour over them, stirring constantly to cook the flour for about 1 minute. This will create a roux that thickens the sauce.
• Gradually pour in the milk, whisking continuously to prevent lumps from forming. Continue to cook the sauce, whisking often, until it begins to thicken. This should take about 5 minutes.
• Once the sauce has thickened, whisk in the brown sugar, salt, pepper, cayenne pepper, and ground nutmeg. These seasonings bring a lovely balance of sweetness, spice, and savory notes to the dish.

5. Finish the Sauce:

• Remove the pan from the heat. Stir in the heavy cream for extra richness, followed by the grated cheeses: extra sharp cheddar, Gruyère, and sharp cheddar. Fold in half of the chopped bacon at this stage to infuse the sauce with more bacon flavor.
• Pour the creamy cheese sauce over the cooked pasta, stirring gently to combine. The sauce should be rich and luscious, coating every piece of pasta perfectly.

6. Prepare the Breadcrumb Topping:

• In a small bowl, combine the panko bread crumbs with olive oil. Stir until the crumbs are evenly coated with the oil. This will help the topping crisp up beautifully when baked.

7. Assemble and Bake:

• Spread the cheesy pasta mixture evenly in the prepared baking dish. Top with the oil-coated panko breadcrumbs.
• Place the dish in the preheated oven and bake for about 20 minutes, or until the top is golden and crispy. For an extra touch, sprinkle the remaining chopped bacon on top and bake for an additional 5 minutes to allow the bacon to crisp up further and infuse its flavor into the topping.

8. Serve and Enjoy:

• Once baked to perfection, remove the dish from the oven and allow it to cool slightly before serving. The aroma will be intoxicating—creamy cheese, crispy bacon, and the delightful hint of thyme filling the air. Scoop a generous portion onto each plate and enjoy the richness and depth of flavor in every bite.