Instructions: Cook macaroni and cheese according to package directions for conventional oven, reducing cooking time to 30 minutes.

Melt butter in a large skillet. Remove 1 tablespoon melted butter, and combine with breadcrumbs; set breadcrumb mixture aside.

Cook sugar and sliced onion in remaining 2 tablespoons butter in skillet over medium-high heat, stirring occasionally, 20 minutes or until onion turns a deep caramel.

Remove cover from macaroni and cheese carefully. Stir in onion and chopped bell pepper. Top with breadcrumb mixture, and bake 15 more minutes.

This recipe yields 6 servings.

Comments: Caramelizing onions is a simple method of cooking onions and sugar in butter until caramel in color - like a caramel frosting.

If you would like to email yourself the recipe for later use, or share the recipe with your friends or family, enter the email addresses below and this recipe will be emailed to you and others as well.