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1
Oil a medium-sized, deep baking dish. Preheat the oven to 350u00b0
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2
Pour the olive oil into a small skillet or small saucepan until it reaches a depth of 1 inch. Heat until the oil is shimmery but not smoking. Add the shallots in small batches, taking care not to overcrowd them. Fry, turning occasionally, until brown, adjusting temperature as needed so that shallots fry vigorously but do not burn. Remove with a slotted spoon and drain on paper towels. Repeat with remaining batches. When all shallots have been cooked, allow oil to cool slightly, then strain through a fine-mesh sieve.
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3
Cook the macaroni in boiling salted water until just al dente (cook for slightly less time than stated on package directions). Drain, then transfer to a large bowl. Stir in a small amount of the shallot oil to keep the noodles from sticking.
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4
In a medium-sized skillet, heat 1 tablespoon of the shallot oil. Add peas and sautee briefly - 3 to 5 minutes - until their color brightens and they're slightly softened but still crisp. Remove from heat.
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5
Melt the butter In a 2 quart saucepan, then whisk in the flour. Continue whisking over medium-low heat until mixture begins to have on a nutty aroma - approximately 3 minutes. Gradually pour in milk and stir continually until sauce is thickened and just begins to bubble. Remove from heat and stir in two-thirds of the cheese. Season with salt and pepper.
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6
Heat 1/2 tablespoon of the shallot oil in a skillet, and add the breadcrumbs. Stir 1 to 2 minutes until crumbs are thoroughly coated. Remove from heat and stir in 1/3 of the shallot rings.
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7
Into the macaroni mix the sauce, peas, spices, and remaining shallots. Flavor with additional salt and pepper if desired. Stir just until combined, then pour into prepared baking dish. Top first with remaining cheese, then with breadcrumb mixture. Bake until bubbly and topping is toasted, approximately 30 minutes. Let rest for 5 minutes before serving.
