Cook macaroni according to package directions. Drain and set aside.

In a large saucepan, melt butter over medium heat. Whisk in flour and cook for 1-2 minutes until mixture thickens. Gradually whisk in milk and cream, cook until bubbling.

Add salt, pepper, mustard, Worcestershire sauce, shredded gouda and cheddar cheeses. Stir until cheese melts and sauce is smooth.

Combine cooked macaroni with cheese sauce. Transfer to a greased baking dish.

Process bread slices in a food processor until fine crumbs. Mix with melted butter and sprinkle over macaroni. Top with crumbled bacon.

Bake in a 375°F oven for 25-30 minutes until golden brown and bubbly. Serve hot.