Ingredients
1 pound elbow macaroni
1 pound lean ham, chopped
1 1/2 cups frozen peas
Cooking spray
1/2 cup onion finely, chopped
3 cups milk (I used 1%.)
1 cup cheddar cheese, shredded (I used 2%.)
1 cup Swiss cheese, shredded (I used 2%.)
3/4 teaspoon salt
1/4 teaspoon freshly ground black pepper
1/8 teaspoon ground red pepper
2 slices bread (I used whole wheat.)
2 tablespoon butter, melted

Instructions
1. Preheat oven to 400°F.

2. Cook pasta in boiling water 6 minutes. Drain and rinse with cold water; drain. Combine pasta, ham, and peas in a large bowl.

3. Heat a medium saucepan over medium heat. Coat pan with cooking spray. Add onion to pan; cook 4 minutes, stirring frequently. Add milk; bring to simmer. Remove from heat; stir in cheeses, salt, and peppers. Pour cheese mixture over pasta mixture; stir to coat. Spoon pasta mixture into a 13x9-inch baking dish coated with cooking spray.

4. Place bread in a food processor; pulse 10 times or until coarse crumbs measure 1¼ cups. Combine bread crumbs and butter in a bowl. Arrange bread crumb mixture evenly over pasta mixture. Bake at 400°F for 20 minutes or until lightly browned.

Creamier Version: If you want this to be creamier, add in three tablespoons of butter with the onion in step 3.  After the onion softens, add three tablespoons of flour and stir for a few minutes until the butter is absorbed.  Proceed with the rest of the recipe as written. 

Comments
This is a recipe from Cooking Light's 2009 Annual and yields a very wet macaroni and cheese.  It's almost more of pasta with a thin sauce instead of my mental picture of how macaroni and cheese usually is.  Still, it's scrumptious and has a lovely flavor that isn't drowning in cheese.