Instructions: Cook macaroni in boiling salted water util tender. Drain. While macaroni is cooking, make topping and sauce. If using lean ham, dice to about 1/4 inch dice, then saute in a tiny bit of hot oil to develop flavor. Drain. If using bacon, snip bacon across with scissors and fry until crisp in large skillet or Dutch oven. Remove bacon to absorbent paper to drain. Set bacon or ham aside. Leave 4 Tablespoons fat in pan, or use 4 Tablespoons butter.

Add flour to fat in skillet, and cook over low heat until well combined.

Add onion and continue to cook until onion is cooked. Add milk, stirring constantly. Bring to a boil, stirring, add cheese, red pepper and Worcestershire sauce. Continue to cook, stirring, until thickened. Taste sauce, adjust seasoning with salt and pepper, remembering that you will be topping with bacon or ham. Add cooked macaroni, mix well. Pour into a 1 1/2 quart serving dish. Put crumbled bacon or frizzled ham on top. Serve immediately.

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