1 lbs. Medium Shells (yes, I'm aware that it's not the 'mac' part)
1 lbs. Velveeta cheese
1/2 cup mixed shredded cheese (min. 3 cheese mix and must have cheddar in it)
1/2 medium white onion
1.5 Tblsp Brown sugar (Can be light brown, doesn't matter)
Butter (we'll get to the individual measuring in parts)
Milk (it's by sight and feel, a bit more on that later)
Basil (again, by sight and well, I'll show you later in the post)
Bread crumbs (I usually use the Italian style)
You will need the following gear;
Start boiling some water to cook the pasta and while that is going, mince the white onion. In a medium frying pan, melt 1 Tblsp of butter and saute the white onion over medium heat until they turn opaque. Add the 1.5 Tblsp of brown sugar as the onion's color transitions and continue to caramelize over medium heat and store in a bowl for later use. While the pasta cooks, slice up the 1 lbs. of Velveeta so that it will melt faster and put aside as the prepped Velveeta for later as well. With the pasta finished cooking, drain and replace pasta back into the pan.
Stir, stir, stir!
In a large sauce pan, melt 2 Tblsp of butter over medium heat than add a splash of milk and the Velveeta slices until it melts to a creamy cheese sauce (I have a huge sauce pan that I can fit all of this into, depending on your pan size it may take more than one go at it).
Add the pasta to the creamy cheese sauce and the very important thing is to keep stirring to prevent the cheese from clumping and burning, continue stirring until thoroughly mixed. Stir in the caramelized onions next than the 1/2 cup of shredded cheese and you may want to add a splash of milk as you add the shredded cheese to maintain the creamy consistency, if it is really hard to stir than it is likely too dry. Once it's all mixed, shake on a layer of basil to evenly cover the top and mix that in as well. With all ingredients thoroughly mixed, take it off the heat and is now ready to be transferred to a Pyrex baking dish.
Pour the deliciousness in a 3qt oblong Pyrex baking dish and cover the top with breadcrumbs. Place the Pyrex in the oven at 350~400 degrees until the top layer browns slightly, careful not to dry it out!
Let cool before eating, or it will be like eating molten lava; albeit delicious molten lava.