Bacon-Caramelized Onion Macaroni and Cheese with Crispy Herb

2 large sweet onions, sliced (4 cups)
1 package (16 oz) uncooked penne rigate pasta
Cheese Sauce
1 tablespoon butter or margarine
2 tablespoons Gold Medal® all-purpose flour
1/2 teaspoon salt
1/4 teaspoon pepper
1/2 teaspoon Dijon mustard
2 cups fat-free (skim) milk
1/2 cup reduced-fat sour cream
2 oz Gruyère cheese, shredded (1/2 cup)
3 slices bacon, crisply cooked, crumbled


Topping
1/2 cup Progresso® panko crispy bread crumbs
1/4 cup chopped fresh basil leaves

1
Spray 12-inch nonstick skillet with cooking spray; heat over medium heat. Add onions to skillet; cook uncovered 10 minutes, stirring every 3 to 4 minutes, until tender and starting to brown. Reduce heat to medium-low. Cook 35 to 40 minutes longer, stirring every 5 minutes, until onions are deep golden brown; set aside.

2
Meanwhile, cook and drain pasta as directed on package except omit salt. Spray 11x7-inch (2-quart) baking dish with cooking spray. Pour pasta into baking dish; keep warm.

3
While pasta is cooking, make cheese sauce. In 3-quart saucepan, melt butter over medium heat. Stir in flour, salt, pepper and mustard with wire whisk. Cook about 2 minutes, stirring constantly, until mixture is smooth and bubbly; remove from heat. Gradually stir in milk. Heat to boiling, stirring constantly; boil and stir 1 minute. Remove from heat; stir in caramelized onions and all remaining cheese sauce ingredients.

4
Heat oven to 400°F. Pour cheese sauce over pasta in baking dish. Sprinkle with topping ingredients. Bake uncovered 10 minutes or until heated through (topping will not be brown).

Nutrition Information:
1 Serving (1 serving)Calories 270(Calories from Fat 50),Total Fat 6g(Saturated Fat 2 1/2g,Trans Fat 0g),Cholesterol 15mg;Sodium 210mg;Total Carbohydrate 42g(Dietary Fiber 2g,Sugars 5g),Protein 10g;Percent Daily Value*:Vitamin A 4 %;Vitamin C 2 %;Calcium 10 %;Iron 10 %;Exchanges:2 Starch;0 Fruit;1/2 Other Carbohydrate;1/2 Skim Milk;0 Low-Fat Milk;0 Milk;0 Vegetable;0 Very Lean Meat;0 Lean Meat;0 High-Fat Meat;1 Fat;Carbohydrate Choices:3;*Percent Daily Values are based on a 2,000 calorie diet.