Preheat oven to 400°F.

Fill a large pot with water, cover, and set over medium-high heat while you make the sauce.

Heat another large saucepot over medium heat. Add one tablespoon of oil, diced onions, 1/2 teaspoon of salt, and 1/4 teaspoon of pepper. Cook onions until they are soft and beginning to brown, stirring occasionally.

Add butter to the onion pot and allow it to melt. Add the flour and stir. Cook for 1-2 minutes, the flour should stay light in color.

Slowly whisk in the milk and bring to a boil. Whisk in heavy cream, 1 1/2 teaspoons of salt, and 1/4 teaspoon of pepper. and bring to a boil. Lower the heat, and simmer while you cook the pasta.

Salt the pasta water and add pasta to the boiling water. Cook pasta until slightly firm. Drain and set aside.

Slowly add the cheese to the milk mixture, stirring to melt it. Taste the cheese sauce and adjust the seasoning if needed.

Add pasta to the cheese sauce and stir.

Heat a small sauté pan over medium heat and add one tablespoon of oil. Add the panko bread crumbs and chipotle powder and stir to mix. Sprinkle breadcrumbs on top of macaroni, place in oven, and bake 15 minutes.