Mac and Cheese Potpourri (low fat)

I developed this recipe because I am leaving on vacation in a few days and I want to get rid of some things in my fridge. I have a bunch of cilantro in there too, but I don;t think it's going to work here, maybe I'll make some salsa for the road. Here's what else I have.
1 lb bag of ww pasta shells from the engine 2 promotion
jalapeno pepper from the yard
fontina cheese from Wisconsin that the my team leader at whole foods sampled to me (Roth Kase)
A small piece of parm that is long in the tooth
yukon gold potatoes that are just starting to sprout some eyes
Vermont Butter & Cream cultured butter (sample from whole foods)
some other pieces of cheese in the fridge (fiscalini is one, horseradish cheddar another, not sure if I'll use both), but here goes.
a little less than 1/2 an onion
This recipe calls for significantly less butter and cheese than traditional mac and cheese. Let's see how it turns out.

1 lb. bag ww shells

6 oz. Roth Kase Fontina (shred it)

1 oz. Parm (grate it to the rind)

1 oz Horse radish cheddar (shred or slice thin)

1 oz fiscalini cheddar (grate it)

3 tablespoons flour

2 tablespoons butter

1/2 cup milk, 1/4 -1/2 cup water

1 tablespoon olive oil

1/2 medium onion, sliced (this was vidalia)

3 medium size Yukon Gold potatoes (going to dice them up)

1 jalapeno pepper (mince it)

salt and pepper, to taste

I may place some bread crumbs on top, I'll see what I have in my freezer that ican tosat up real quick. I also thought about a bit of crushed red peper, I'll re-evaluate after I taste with the Jalapeno.

grate and shred the cheeses.

-in a small pot, add enough water to cover the potatoes by an inch. add salt, and boil the water. add the potatoes, and cook until they are tender when poked with a fork. when finished, remove from heat, drain
-at this same time, in saute pan, melt 2 tblsp butter and cook onions and jalapeno on medium heat, stirring constantly until onions brown. add flour, a 1/2 cup of milk, stir, add potatoes, salt and pepper. You may need a bit of water to thin. set aside.

-preheat oven to 425 degrees.

-boil pasta according to directions on box. drain in a colander.

-in a small dutch oven, add 1 tablesppon olive oil to coat, add cooked pasta. Stir in onion/potato mixture and evenly coat.

-stir in all your cheeses

I actually found some ritz crackers in the cupboard that I had planned to throw out (father in law brought over), so I decided to use these as a topping. Crumbe them up and spread on top.

-bake for 20 minutes or so. I've never used ritz crackers in the over before, so keep an eye not to burn.

-allow to cool for 5 minutes and serve

well, it has a great taste, but it's a little dry as expected. I would not use the ritz crackers next time, made for a nice crisp topping, but it dried it out even more texture wise. All in all, a great dish with a much ower percentage of fat from butte, milk and cheese than the majority of the mac and cheese recipes out there.