Macaroni & Cheese with Bacon

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This recipe has been featured in a post on The Recipe Girl blog: Three Cheese Bacon Mac and Cheese.

Macaroni & Cheese with Bacon

This dish was dubbed a "crowd favorite" at one of my neighborhood's Gourmet Club parties. It's even better when heated up as leftovers on day two.

Yield: 12 servings

Prep Time: 30 min

Cook Time: 50 min


2 cloves garlic
3 Tablespoons finely chopped parsley
6 slices white bread, crusts removed, torn into pieces
2 Tablespoons butter, melted

12 ounces (1 package) center-cut bacon, chopped into 1-inch pieces
3 Tablespoons butter
1 pound pasta (elbows or shells), cooked until very al dente- still the slightest bit crunchy (or 2-3 minutes less than the suggested cooking time on the box)
5 1/2 cups whole milk, heated until warm
1/2 cup all-purpose flour
1 1/2 Tablespoons chopped fresh thyme
1 teaspoon mustard powder
1 teaspoon red pepper flakes
3/4 teaspoon kosher salt, or more to taste
1/2 teaspoon freshly ground black pepper
1/4 teaspoon ground nutmeg
12 ounces (or 4 cups) sharp white cheddar cheese, shredded & divided
8 ounces herb & garlic flavored Chevre cheese (goat cheese), crumbled
1/2 cup grated Parmigiano Reggiano cheese


1. Preheat oven to 375 degrees F. Butter a 3 to 4 quart casserole dish.

2. Prepare breadcrumbs: Place garlic and parsley in the bowl of a food processor fitted with the steel blade and pulse until they’re minced. Add bread pieces and pulse until bread turns into crumbs and mixture is combined. Pour in butter and pulse until mixed in. Remove breadcrumbs to a bowl and set aside.

3. In a large skillet, sauté bacon until it is almost crisp. Remove bacon to paper towels to drain. Spoon out oil from pan, reserving about 1 Tablespoon of bacon drippings. Add 3 Tablespoons butter to the bacon drippings and heat to medium. When butter sizzles, add flour and cook, stirring, for 1 minute. Slowly pour hot milk into flour-butter mixture while whisking. Continue cooking, whisking constantly, until mixture bubbles up and becomes thick. Remove pan from heat and stir in thyme, mustard powder, red pepper flakes, salt, pepper and nutmeg. Then stir in 3 cups cheddar and Chevre and Parmigiano cheeses.

4. Stir cooked pasta and cooked bacon into the cheese sauce. Pour mixture into prepared casserole dish. It will be very soupy. Sprinkle remaining cheddar onto the pasta. Scatter herbed breadcrumbs over the top.

5. Bake until browned on top, about 30 minutes. Check at 15 minutes to make sure the breadcrumbs aren't browning too quickly (if they are, just place a sheet of foil loosely over the top). Transfer dish to a wire rack to cool for 5 minutes. Serve.


*This recipe can easily be halved to serve 6 instead of 12.
*Leave out the bacon to make this a vegetarian dish
*Leftovers are wonderful- just reheat in the oven or microwave.


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  • Linda Loo wrote:

    Can I use sharpe cheddar cheese instead of white cheddar?

    • Lori Lange wrote:


  • Lisa wrote:

    I used this recipe to create a gluten free/lactose free version and it was really great! My boys loved it. I substituted brown rice flour for all-purpose flour. I used lactose free yogurt cheese for the cheddar. The Cheviere and the Peccarino chesses are naturally lactose free. I used Trader Joe’s Brown rice and Quinoa fusilli for the pasta. then, I topped it off with Gluten free bread crumbs. Yummy and allergy free!!

  • Kevin wrote:

    This looks tasty, I’m going to try in tin the smoker…

    • Lori Lange wrote:

      What a great idea!

  • Alex wrote:

    I used Kerrygold Aged Cheddar infused with Irish whiskey and wow, did it kick this dish up! Yes it is pricey, I think I had $35 in it at half the recipe, but considering it’s one of the best things I’ve ever put between my cheeks and gums, I’ll definitely be making it again. Thanks!

    • Lori Lange wrote:

      Sounds fabulous!

  • Sharon wrote:

    Thank you for posting such a great recipe! I live out in a very rural part of southeast Virginia, so I had to work with what I had on hand, but I was very pleased with the result. Some time when I get into Virginia Beach I will splurge and visit Trader Joe’s to get the original ingredients. My husband and his friends are already impressed, so they will be wowed when I get to use the good stuff.
    The smell of the garlicky breadcrumbs is wonderful. The guys were out in the cold all day and when they came in the house they wanted to know what smelled so good.

  • Jacqueline wrote:

    I made this dish after craving some good old comfort food, the only changes that I made was I mixed panko with the bread crumbs and I used half the amount of the goat cheese and more Parmesan. This dish is amazing!!! My family just raved about it and was already talki g about leftovers for lunch the next day….I am so making this for Super Bowl this weekend…thank you so much for sharing this recipe!!

  • Linda wrote:

    I made this with a few alterations. I used old (sharp) cheddar, and a pile of Kraft Italiano pre-grated cheese in the sauce, and then just the old cheddar on top. I used 1% milk (hahaha — trying to watch calories!!). Instead of fresh bread crumbs, I used panko crumbs. Along with the other herbs, I used onion powder and some dehydrated minced onion. And finally, I thought there was no such thing as too much garlic (in anything!) so I used three cloves instead of two with the crumbs. As it turns out, it WAS too much and overpowered the dish a bit.
    I loved the mix of cheeses in the Italiano blend along with the cheddar. Thanks for this recipe. REALLY yummy!
    (Please don’t be offended by the changes I made. I seldom follow a recipe exactly. I love experimenting with other people’s ideas!)

    • Lori Lange wrote:

      No offense taken- experiment away!

  • Kate wrote:

    I made this for my boyfriend and it was amazing. I cut the recipe in half and and still had leftovers. I agree that buying all those cheese is a little expensive (espcially the goat cheese. 4 oz cost me $5 at Giant.) but it was still excellent. I loved the garlicky bread crumbs on top. I didnt have any bread in the house and didnt want to buy a loaf just for this so i bought a big kaiser roll and used that. turned out perfectly. I dont like to make less fattening versions of food. I prefer to go full fat, and eat it less often. I like to make this for special occasions.

  • Denice wrote:

    Not sure why everyone said it was pricey. I shop at Trader Joes in SoCal. I used a sharp cheddar regular color, TJ’s herbed chèvre, and I had some grated Parmesan on hand (from TJ’s also).

    To save money on the bacon I used TJ’s bacon pieces which is about a dollar cheaper and you get 16 oz instead, it fried up crisp and beautiful like the sliced bacon. I put it all in.

    I did not have any dry mustard so I added about 2 tsp of Dijon.

    I had to alter the recipe slightly because I have a very picky eater. I did not use any of the spices except for the salt and pepper. I also added about 3 fresh jalapeños. I forgot to add the pepper flakes which my family could have handled because we like spicy!

    For the top, I used a TJ’S baguette about 2/3’s of it crust and all. I also put all of the cheddar in the mix and used the 1/2 cup of Parmesan on top with the breadcrumbs.

    As far as the picky eater who has always turned his nose up at the mention of mac and cheese, he loved it. Of course I did not call it mac and cheese, I referred to it as pasta with bacon and cheese!

    He liked it so much he invited his high school buddys over to have some. So that huge casserole went really quick! I was already asked when could I make it again!

    • Lori Lange wrote:

      Thanks for all of the great tips!

  • Nhi wrote:

    I made this yesterday because my classes would not allow me to have the time to make it for a picnic but now I’m worried because I don’t know how to reheat it x(. I had to move the mac and cheese in portions into a disposable aluminum tray too so I’m at a double loss.

    • Lori Lange wrote:

      Can’t re-heat in a disposable tray?

  • Kaeley wrote:

    Delish! Agree about being a little pricey… When I made it, the consistency before the oven wasn’t soupy?! Must be 1pound of cooked rather than 1 pound uncooked?

    • Lori Lange wrote:

      measure 1 pound of pasta, then cook it according to package directions.

  • Kim wrote:

    Im planning to make this for valentines day, but for just two people. I don’t mind leftovers but when you say half the recipe you mean half everything right?

    • Lori Lange wrote:

      yes, half of everything will make half a recipe 🙂

  • Mark Chandler wrote:

    This is DELICIOUS! Thank you! I have never cooked with cream/milk before and appreciate your detailed instructions. Simply amazing flavors and a few notes for other cooks looking to try this. Milk products are the most commonly referred to antidote for hot peppers so do not fear the modicum of pepper this calls for. In fact I added a quarter tsp of cayanne pepper powder and white pepper powder in addition to the dose of red pepper flakes just to draw out that hint of heat. And I fouled up on measuring the fresh parsley so the bread crumbs had a notable green tint. And if you are on a tight budget this would be a splurge as here in northern CA suburban grocery store took $80 for the ingredients. But it is worth it and will definitely impress any guest. Will definitely bookmark this site for more delicacies!

  • Julie W. wrote:

    Wow! Tried this with a few modifications (non-herbed goat cheese, dried parsley and store-bought breadcrumbs) Definitely recommend to make sure all ingredients are prepped and milk is VERY warm (not boiling though) before you start butter/flour steps, otherwise it take a bit longer to get the milk mixture to thicken. Absolutely delicious and even better reheated for lunch today (reheated on 80% power)! Only used a portion of the pepper flakes and it had just the right spice for me. Thanks for the awesome recipe! I will repeat it.

  • Tracy wrote:

    This was really good! I halved the recipe but for future reference I will keep the topping for the full recipe…it couldve used more breadcrumbs but very good nonetheless!

    Thank you! 🙂

  • Bell wrote:


    I am planning to make this for a birthday party dinner… is it a little spicy with the pepper flakes? Just wondering if I should take it out for the kids. I am planning to make it a day before and reheat the night of – it’s just as delicious, right?

    • Lori Lange wrote:

      I didn’t think it made the dish spicy, but you can leave them out easily enough if you’re worried about the kids. Enjoy!

  • Amber wrote:

    Hi Lori,
    I just found your blog and LOVE your recipes! I’m curious about making this dish ahead of time? Maybe refrigerate overnight before the baking process? Any ideas?

    Thank You!

    • Lori Lange wrote:

      Hmmm, haven’t tried that. I suppose it might work, though I worry about the pasta having the time to soak up the liquid. Let me know if you try the make-ahead method and how it turns out!

  • deann williams wrote:

    I actually made this. Thank you for the great dinner. The only thing was the cost. The cheeses are quite expensive. Not something you would make on any random night.

  • Kevin wrote: