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In a medium saucepan over medium-low heat, melt three tablespoons of the butter.
Add onions and cook, stirring frequently, until dark and caramelized about 40 minutes, deglazing with a splash of water occasionally if they are sticking to the bottom.
Add worcestershire sauce and season with salt and pepper.
Add remaining butter to the skillet along with garlic and thyme and saute for another two minutes, stirring constantly.
Add flour and cook for another minute then slowly whisk in milk.
Bring to a boil, stirring frequently, then remove from heat and stir in half of the cheese until melted.
Preheat oven to 350F.
In a greased baking dish, add a layer of potatoes and season lightly with salt and pepper.
Cover with a layer of sauce then a layer of extra cheese.
Repeat until you've used all the potatoes, sauce and cheese, ending with a layer of cheese on top.
Cover with aluminum foil and bake for an hour.
Remove foil and bake another 30 minutes, until browned and bubbly and potatoes are fork tender.
Garnish with more thyme and serve.