Bring to a boil 6 cups water 1 1/2 teaspoons salt Add and cook untill tender: 2 cups elbow macaroni noodles Drain noodles, have ready: 4 cups cheese (I used Cheedar & Gouda, but you can use whatever you like) Melt in large saucepan ove medium low heat: 2 tablespooons Butter (STICK KIND!!!) Whisk in and cook for 3 minutes: 2 tablespoons all purpose flour Gradually whisk in: 2 cups whole or skim milk Stir in: 1/2 Medium shredded OR minced onion 1 Bay leaf 1/4 teaspoon sweet paprika 1/4 teaspoon cayenne pepper Simmer gently, stirring often for 15 minutes, remove from heat and your cheese, melting it in. Next put the sauce over your noodles in your baking dish, once evenly mixed in go in with a hand full of shredded cheese and mix it in as well. Next top with (REAL) Bacon Bits and more cheese. Place in oven on 350°F for 30 minutes Let sit for 5 minutes before serving and enjoy!