The GREATEST Mac & Cheese!

I know everyone has the BEST recipe for Mac & Cheese but I really have come up with the best! I made this last night for our neighbor's Halloween party and it was gone in 20 minutes!

1 16 oz box of penne (or cavatappi)
8 slices bacon
1 large shallot, finely chopped
2 tbs butter
1/4 c flour
2 1/2 c milk
1 can cream of celery (or mushroom) soup--(mix into milk)
3 c shredded cheese (I like a mix of sharp cheeses like Gruyere and cheddar. You can also use prepared shredded cheese mixes)
2 tbs prepared basil pesto
1 1/2 c grape tomatoes-halved*
1/3 c fine breadcrumbs

• Pre heat oven to 400 degrees
• Coat baking pan (lasagna size) with cooking spray
• Cook pasta according to directions, drain and return to pot
• Meanwhile, cook bacon in a large skillet, until crispy, drain on towels
• In same skillet, melt butter, then sauté shallots 1-2 minutes.
• Add flour and whisk continuously until smooth, then slowly add milk whisking constantly while cooking 3-5 minutes until bubbly. Add cheese and whisk until smooth.
• Stir cheese into pasta. Crumble 6 slices of bacon and add to pasta with the tomatoes and pesto
• Pour into baking dish and crumble remaining bacon on top. Sprinkle with bread crumbs and bake until golden no more than 15 minutes.

*If you don't have grape tomatoes on hand, use a small can of diced tomatoes.
You can add 2 cups of cut up left over chicken or ham for a one dish dinner. You can subsitute 1 chopped red bell pepper instead of the tomatoes. (Saute with the onion before adding to pasta)