Preheat oven to 350 degrees.

Boil macaroni according to package instructions. Drain and set aside.

Combine melted butter with breadcrumbs and grated Parmesan cheese. Set aside.

Meanwhile, cut bacon into 1/2 inch pieces and cook in a medium size skillet over medium heat until crisp. Transfer to a paper towel lined plate.

While bacon is cooking, cut chicken into 1 inch pieces and sprinkle with salt and pepper.

Wipe some of the bacon grease out of the skillet and cook chicken pieces in a single layer until no longer pink, turning once. Transfer to a paper towel lined plate. Cut chicken into smaller, bite-sized pieces if desired.

In a medium sized pot, melt 2 tablespoons butter over medium heat. Whisk in flour and cook until the mixture is fragrant and is beginning to lightly brown. Turn heat to medium-low, whisk in milk and cream and simmer until thickened; about 3-4 minutes. Remove from heat and stir in cheeses (except blue cheese) until smooth. Add cooked macaroni to the cheese sauce and stir until

completely coated. Stir in bacon (reserve a tablespoon or so for topping), half of the blue cheese and the chicken pieces.

Spray a baking dish (I used 11"x7") with cooking spray. Pour macaroni and cheese mixture into the dish. Top with reserved bacon pieces, blue cheese, and breadcrumb mixture.

Bake in the 350 degree oven for about 30 minutes, or until topping is golden brown.