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1
Cook bacon in a large skillet over medium heat until crispy.
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2
Remove bacon from pan and put it on several paper towels to absorb the grease.
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3
Also, skim some fat out of the pan, leaving a couple tablespoons to give flavor to the dish.
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4
Add 1 tablespoon of butter to pan, swirling to coat.
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5
Add onion and saute for 5 minutes.
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6
The onions will turn golden brown as they cook in the butter and bacon fat.
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7
Add garlic, sauteing for 30 seconds or so, stirring constantly and being careful not to burn.
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8
Pour in Worcestershire sauce and use a wooden spoon to scrape all the yummy stuff off the bottom of the pan.
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9
Drop the heat a little, and add flour.
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10
Stir constantly, the flour will form a paste as it combines.
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11
Cook for a few minutes, this takes away that raw flour taste.
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12
Drop the heat to low and gradually add milk, stirring constantly with a whisk.
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13
The sauce will start to thicken and turn a beautiful caramel color.
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14
Once all the milk is added, bring to a boil and keep whisking until the sauce is thick, a couple minutes.
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15
Then remove from heat.
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16
Add cheese, stir until melted.
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17
Add crumbled bacon.
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18
I also added a pinch of salt and pepper, which you can do if you wish.
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19
When pasta is cooked, drain and put back in the big pot.
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20
Add peas, stir until thawed.
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21
Then add cheese sauce and combine.
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22
Serve immediately.
