Grown-Up Bacon Mac and Cheese

Holy balls. This is the perfect recipe for those of you who like to enjoy a big bowl of macaroni and cheese for dinner and absolutely nothing else. It’s beautifully flavored, creamy, cheesy, and with the smokey bite of crisp salty bacon on top?? Oh man, you guys are in for a treat — I’m not even kidding. It’s amazing.

I had a few things laying around that I wanted to use up, and initially I wanted to make some sort of pasta/chicken dish. Then I decided I wanted a grown and sexy version of macaroni and cheese, and what better way to make anything grown and super sexy than to add bacon to it? Duh…bacon makes everything sexy, it’s not just a fact — it’s science. I left the bacon out of the actual mac n cheese mixture because I wanted it to stay crispy, and it just tastes better on top.

Grown-Up Macaroni & Cheese

This mac n cheese…you guys…this stuff is incredible. After finishing a plate, the only thing I could utter was “Wow, that was f*cking amazing…”. To be even more honest, I didn’t wanna share this recipe lol. It’s just so good. It’s not something you’d want to eat every day, but it’s definitely a delicious “once in a while” treat. There are herbs in this baby that send it over the top with so much flavor and aroma, then you’ve got the three cheeses working together like their paychecks depend on it…and to top it all off, there’s a crusty layer of salty bacon supported by seasoned breadcrumbs. Oh dear Lord, it’s so luscious. Best thing about it — it reheats well. I’ve reheated a bowl and it stays creamy and cheesy, and very low on excess oil — win!!

By the way, this is this version 2 ;) (version 1 is here)


Please for the love of all things gooey, do not buy packs of pre-shredded cheese for this recipe. It just doesn’t melt well at all and has that weird anti-caking powder all over it. Always shred the cheese yourself. Always. I shredded an 8oz. block of Cabot New York Extra Sharp White Cheddar, which you can find just about anywhere — but any extra sharp white cheddar will work. I also shredded some whole milk mozzarella (the low-moisture kind, ask your deli guy to help you find it if you don’t see it out), and I used a little finely grated parmigiano-reggiano cheese. It was perfection. I know it may seem weird to add nutmeg to a recipe like this, but to be completely honest — it really enhances the dish in way that doesn’t leave you saying “Hey! I totally taste nutmeg”. It’s super subtle despite adding a nice punch. It provides more of an aroma that really brings out the flavors all of the other ingredients and ties them together in a deliciously cheesy bind. It doesn’t make it sweet at all, it’s just an earthy essence that makes this dish so special. You only need a generous pinch here, about 1/8 teaspoon or less. One note about the garlic, please don’t use that pre-minced crap in the jar. It’s not yummy and it won’t be good for this recipe, so please use real garlic cloves that you have to peel and mince yourself. This dish is about real, grown up flavors…no shortcuts. The little bit of extra effort is so worth it here. Use cavatappi pasta here, I’m serious…it’s got a great big bite, it holds sauce well and it’s pretty.

This recipe is super easy, pretty damn fool-proof, and can be done in less than an hour. To reduce “kitchen panic” and hysteria, prep beforehand. Have your cheeses shredded, your herbs chopped, garlic minced and ready to go. You can also fry your bacon ahead of time! Again, this is beefed up to be eaten as a main course — you could serve it as a side dish though, totally up to you.

Grown-Up Macaroni & Cheese

I’m using cavatappi pasta, but only half the box. I prefer cavatappi for this recipe because it’s a larger bite of pasta and evens everything out proportionally. A penne rigate would also work for this recipe. Also pictured are 2 cups of shredded New York Extra Sharp White Cheddar, 1 cup of shredded mozzarella, and 1/2 cup of grated parmigiano-reggiano. 2 tablespoons of chopped basil, 1 tsp each of chopped rosemary and thyme, 4 cloves of minced garlic, and 2 tablespoons of chopped green onion…oh, and 3 cups of half & half.

Grown-Up Macaroni & Cheese

Fry your bacon in the oven…it just saves up stovetop space. I fried mine on 400 for about 10 minutes.

Grown-Up Macaroni & Cheese

Meanwhile, get some water boiling in a tall pot…once it starts boiling, add salt…then add your pasta and let it boil for about 5 minutes. Drain the pasta and rinse with cold water to stop the cooking process, set aside.

Grown-Up Macaroni & Cheese

Ooh! bacon is done :)

Grown-Up Macaroni & Cheese

Drain the bacon on a paper towel and blot thoroughly to remove any large amounts of excess oil

Grown-Up Macaroni & Cheese

Chop the bacon

Grown-Up Macaroni & Cheese

Melt the butter over medium heat…

Grown-Up Macaroni & Cheese

Add the flour and whisk vigorously to remove any lumps…

Grown-Up Macaroni & Cheese

Allow this mixture to simmer like this for about a minute to cook the raw flour flavor out.

Grown-Up Macaroni & Cheese

Add one cup of the half & half and whisk vigorously to remove lumps. Adding just a little half & half in the beginning helps prevent a lumpy cheese sauce later…

Grown-Up Macaroni & Cheese

this is after adding just 1 cup of half & half…its nice and thick and smooth, ready for the remaining 2 cups

Grown-Up Macaroni & Cheese

Add the last 2 cups of half & half, rosemary, thyme, salt, pepper, cayenne pepper, garlic, and nutmeg. Increase the heat to medium-high until it starts to simmer and thicken, about 5 minutes. You should be whisking frequently here to avoid any flour deposits from forming on the bottom layer of the pan.

Grown-Up Macaroni & Cheese

After about 5 minutes, the mixture should thicken and look like this in the pot.

Grown-Up Macaroni & Cheese

But the real test to know when it’s ready for the cheese is to see if it coats the back of a spoon like this

Grown-Up Macaroni & Cheese

Remove the pot from the heat and add the cheddar and parmigiano-reggiano cheese. Stir until all of the cheese is melted and the mixture is smooth, about a minute or so.

Grown-Up Macaroni & Cheese

Either in the same pot, or in a separate large bowl, combine the pasta and cheese mixture and toss to evenly coat. Add the basil and green onion.

Grown-Up Macaroni & Cheese

Gently mix everything together

Grown-Up Macaroni & Cheese

Pour half of the pasta and cheese mixture into a lightly greased baking dish (I used a few quick sprays of PAM on a 9″dia.x2.25″H pie dish). Sprinkle half of the mozzarella cheese over the entire first layer…

Grown-Up Macaroni & Cheese

Then pour the last bit of pasta and cheese mixture on top of the first layer, and sprinkle the remaining mozzarella cheese on top

Grown-Up Macaroni & Cheese

With a butterknife or spoon, gently swirl the mixture together to combine all of the mozzarella cheese throughout the entire dish. I layer the cheese like this so that it doesn’t melt 100% during prep — I want it to melt in the oven.

Grown-Up Macaroni & Cheese

Top with the chopped bacon…

Grown-Up Macaroni & Cheese

Then sprinkle the seasoned bread crumbs on top (my favorite brand is 4C)

Grown-Up Macaroni & Cheese

This was some reserved pasta water just in case I needed it….I didn’t need it lol. Bake the macaroni and cheese on the middle oven rack on 400 for 25-35 minutes or until bubbly and golden brown all over…

Grown-Up Macaroni & Cheese

Amazing…the flavors going on here are so delicious. You’ve gotta make this.

Grown-Up Macaroni & Cheese

Grown-Up Macaroni & Cheese

Grown-Up Macaroni & Cheese

Grown-Up Macaroni & Cheese

It’s so creamy and so cheesy…oh and that bacon on top?? Wooooo…

Grown-Up Macaroni & Cheese

Grown-Up Macaroni & Cheese

Make this stuff immediately, and try not to slap your mother. The only thing I’d do differently next time, is add more bacon lol. Enjoy!

Grown-Up Bacon Mac & Cheese
Prep time
Cook time
Total time
copyright 2013 CarnalDish
Serves: 4 - 6 main servings, 6 - 8 side servings
  • ½ lb dried cavatappi pasta (see note on how to double this recipe)
  • 3 cups half & half
  • 3 tbsp butter
  • 3 tbsp all-purpose flour
  • 2 cups Cabot New York Sharp Cheddar, shredded (sold as an 8oz. block of cheese)
  • 1 cup whole milk mozzarella, shredded
  • ½ cup parmigiano-reggiano, finely grated
  • 1 tsp fresh rosemary, chopped
  • 1 tsp fresh thyme
  • 2 tbsp fresh basil, chopped
  • 1½ to 2 tbsp green onion, chopped
  • 4 cloves fresh garlic, minced (not the stuff in the jar)
  • generous pinch of nutmeg (about ⅛ tsp or less)
  • generous pinch of cayenne pepper (about ⅛ tsp or less)
  • Kosher salt and freshly ground black pepper to taste
  • 6 slices of semi-crisp hardwood smoked bacon, chopped (feel free to use more if you'd like)
  • 2 to 3 tablespoons seasoned breadcrumbs (optional)
  • *Salt to season the pasta water
*To DOUBLE this recipe (use the same cooking directions):
  • 1 lb dried cavatappi pasta
  • 4½ cups half & half
  • 4 tbsp butter
  • 4 tbsp all-purpose flour
  • 3 cups Cabot New York Sharp Cheddar, shredded (sold as an 8oz. block of cheese, so you’d use 1 and a half blocks)
  • 1½ cups whole milk mozzarella, shredded
  • ¾ to 1 cup parmigiano-reggiano, finely grated
  • 1 tsp fresh rosemary, chopped
  • 1 tsp fresh thyme
  • 2-3 tbsp fresh basil, chopped
  • 2-3 tbsp green onion, chopped
  • 4-5 cloves fresh garlic, minced (not the stuff in the jar)
  • ⅛ to ¼ tsp of nutmeg
  • ⅛ tsp cayenne pepper (or more)
  • Kosher salt and freshly ground black pepper to taste
  • 8-12 slices of semi-crisp hardwood smoked bacon, chopped (or more)
  • up to ¼ cup seasoned breadcrumbs (optional)
  • *Salt to season the pasta water
  1. Preheat your oven to 400 degrees.
  2. Line a large baking sheet with foil and lay each slice of bacon down with at least an inch of space between each slice. Place the baking sheet full of bacon on the lowest rack of your oven and let it cook for 8 to 10 minutes or until crisp but still pliable. It will crisp even further once it's baked, so don't crisp it too much at this stage. Drain on paper towels and chop into bite sized pieces. Set aside.
  3. In a large pot, boil water for your pasta. Once it starts to boil, season with about a tablespoon of salt and stir to dissolve. Add the pasta and boil for 5 minutes. Reserve one cup of the pasta water just in case. Drain the pasta and rinse with cold water to stop the cooking process. Don't toss the pasta around, just let it sit while you rinse it -- this helps keep some of the starch in place. Drain the cold water and let the cooled off pasta hang out on the sidelines while you make the cheese sauce.
  4. Rinse the pot you boiled the pasta in with cold water to cool it off completely then place back on top of your stove over medium heat. Add the butter to melt -- once it starts to foam/sizzle, it's ready for the flour. Add the flour and whisk vigorously until smooth and lump-free. Let this cook for 1 minute to get that "raw flour" flavor out. Add 1 cup of the half & half, and continue to whisk vigorously until smooth, about 20 to 30 seconds. Add the remaining 2 cups of half & half and continue whisking. Add the rosemary, thyme, kosher salt, freshly ground black pepper, cayenne pepper, nutmeg, and minced garlic -- mix well. Taste it! Adjust the seasoning as you need to. Increase the heat to medium-high and allow the mixture to come up to a simmer -- whisking the whole time. The mixture will thicken very quickly so don't walk away from it. It should take about 5 minutes to start simmering. Once the mixture is thick enough to coat the back of a spoon, remove it from the heat completely. Add the parmigiano-reggiano and cheddar cheese and stir gently until it's melted and smooth, about a minute or two. Either in the same pot or in a separate large bowl, combine the cooked and cooled off pasta with the cheese sauce. Gently fold together until it's completely coated. Mixture should be slightly loose but very creamy and easy to work with, if it's too thick, thin it out with a little of the starchy pasta water. Fold in the basil and green onion at the last minute.
  5. Transfer half of the pasta and cheese mixture to a lightly greased baking dish (I used about 4 quick sprays of PAM cooking spray). Sprinkle ½ cup of the mozzarella cheese over the first half of the pasta/cheese mixture, then pour the remaining pasta/cheese mixture on top as a second layer -- add the remaining mozzarella cheese on top. Gently swirl a spoon or butterknife thru the mac and cheese mixture to ensure the mozzarella cheese is evenly combined throughout the dish. Sprinkle the top with the bacon and breadcrumbs.
  6. Bake in a 400 degree oven on the middle oven rack for 25-35 minutes, or until golden brown on top and bubbly all over.
  7. Allow the dish to cool for about 10 minutes before you dive in (trust me, it's molten-lava hot!).
  8. Enjoy.
TIP: No matter what mac and cheese recipe you're making, ALWAYS keep at least a cup of the pasta water on hand. Cheese immediately starts to congeal as it cools, so if things get "gloopy", just add enough of the starchy pasta water until its creamy again.


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  1. Cherry says

    Finally tried this, it tastes like original macaroni pie and fettucine alfredo had a baby-yasss! I doubled this recipe and it was a bit too much cheese for my liking, but yummers none the less. Thanks for sharing your talent, wishing you continuous success.

    • says

      You should be able to just fine. Make sure you start a lower temperature though, say 350 or 375 to warm the dish from the inside out since it’ll be cold from the fridge (I’m assuming).

  2. Melanie says

    Hi!! I plan on making this for thanksgiving! I wanted to know if we can use panko crumbs in place of the Italian bread crumbs??

  3. Elita says

    What size baking dish are you using here Resha? It looks almost like a 9″ pie plate? I want to make this for a pot luck and think that might be too small. Any help with proportions if I use a casserole dish would be great!

        • says

          ok, for 20 people, I’d use the double’d version twice to make two 9×13 batches or if you can find those really large (but still able to fit just fine in an oven) aluminum foil lasagna pans, use one of those. I’ve made this recipe (the double’d version, twice) to feed between 15-22 hungry people and it’s always just the right amount.

  4. JJ says

    This is the first dish of yours that I have made. Let me just say, it was a HUGE hit with my family. I had been feeling lately like making a GOOD macaroni and cheese. I wanted to find a recipe that departed from the flavorless, grainy, and/or custardy baked macs that we so often encounter at potlucks and such. This was perfect! I used the double recipe and added some ricotta with the mozzarella layer. Yummy! Thanks, Resha for providing this wonderful recipe!

  5. Christie R says

    My boyfriend and I made this recipe last night. The only substitution we made was fontina cheese instead of the parmigiano-reggiano. We couldn’t justify spending $16 on a block of cheese for one meal. It still came out delicious!! The bacon added such a nice smokiness and great texture. I was happy to find a meal that pleased both me (comfort food lover) and my boyfriend (who is a total meat lover). Will definitely make again.

  6. Erica says

    Hi Resha,

    I tagged you on my pic of my Grown-Up Mac n’ Cheese pic on instagram. But I also wanted to come on your blog and post a comment. There were a few ingredients that were not in my local grocery store. When I first seen the picture of this dish! I thought ooohhh I want to try this, but with Shrimp Scampi. So as I was layering my Mac (in which i baked in a bread loaf pan) I heated up the shrimp scampi. I cut the shrimps in half and spooned them on top of the cheese of my first layer. I added the second layer of pasta and mozz, I then sprinkled a few bread crumbs over the top layer and then I mixed the remaining bread crumbs with the shrimp scampi sauce and sprinkled it on top. My bf and son said it was the best Mac n’ Cheese Ever! Thank you Resha. I think all of your recipes look delicous and i will try them ALL! :)

    P.S. I thought my shrimp would have been over cooked, they weren’t. I will definitely be making this again! Kudos

  7. says

    Made this last night for my family and boyfriend and it was a HUGE HIT! All the little spices really made such a difference. I’m a cooking newbie, and it came out awesome! Great tip regarding the pasta water. I’m definitely going to make it again, and definitely will be coming back on here for more delish recipes! Thank you, Resha!

  8. Mary says

    I live in Ireland so had to make some small changes but a good vintage farmhouse cheddar and smoked streaky rashers were very acceptable. Brilliant dish,smiley faces all round.

  9. Natalie Rivera says

    to feed 3 kids ages 9, 8 and 4… and two adults can i use the original recipe or do i need to double it?

  10. Erik says

    An excellent recipe, but for me I used some of the excess bacon fat (instead of butter) to make this dish extra smoky/bacony. Was really awesome.

  11. Sharon says

    I made this delicious mac twice last December, and made it for Christmas also. After my husband tasted it he was so impressed by my cooking, haha. The family was all over it, they’d never tasted such a unique version. It’s just a delicacy! Making it again this Thanksgiving! Thanks for the BEST mac & cheese recipe, ever.

    • says

      Absolutely. For the doubled version just use the entire box :) even though elbows are “smaller” than cavatappi, the volume is still the same.

      • Kristen says

        I was wondering the Same thing! My grocery store didn’t have the brand of pasta you recommended so Im making this tomorrow for my Husbands Station using Barilla Elbow Pasta. Wish me luck :)
        && Merry Christmas from California XoXo

  12. tricia says

    I made your mac and cheese recipe and I’m it was absolutely the best mac and cheese ever my grandfather isn’t a big fan of mac and cheese and loved this recipe thank you so much for sharing this I will be making it more then this once ..

  13. Michael Pooley says

    My mom used to make mac and cheese with bacon and I loved it. Now my grandkids are lovers of mac and cheese their parents make it from the box mix, yes I know, why? Well saves time I guess so I want to make them your version of Adult Bacon Mac and Cheese. It sounds delicious but my mom would layer the bacon with the mac and cheese like you do. Is there a reason why all the recipes I see online put it on top only. Why can’t you layer it in? Just wondering.

    • says

      You can absolutely layer it in if you want. You can do whatever you want to any recipe my dear. The reason most people put it on top is so it can crisp up a little more and the fat renders out and seeps into the mac and cheese and breadcrumbs, giving it a bit more flavor as they toast. But if you want to mix it in, go for it! I have another recipe for mac and cheese and I swirl crispy bits of pancetta and prosciutto all throughout, it’s definitely whatever you prefer.

  14. says

    I Love this recipe and have made it so many times! My husband who is very picky requests this every week! I think not using pre shredded cheeses and pre cut garlic make a huge difference,love this recipe!

  15. Katy S says

    OH EM GEE!!! So good! I added one diced tomato but took out the seeds. This was PHENOMENAL!!!! Must try! My oven is won’t fire up like usual so I was only able to use the broiler. I broiled it on low for about 30 minutes on the bottom rack with a baking sheet on the top rack so the bacon and breadcrumbs wouldn’t burn. Then I put it on the middle rack, no baking sheet for about 5 minutes to brown it up. Flipping Fantastic!!!! Will definitely make again. Thank you!

  16. Cami says

    I love this recipe and have been making it for years. I have now started adding lobster and it goes amazing with this mac n’ cheese. Our family loves it. This is the most requested dish in our house.

  17. ChaVon Butler says

    Hey I love all your recipes , I really want to try this but do you have any suggestions for substituting the bacon or prosciutto?

      • ChaVon Butler says

        ok, I was thinking it would be missing that smokiness flavor lol. good thing I asked I was gonna have smoked turkey and everything in there lmao. ok

        • Berger says

          ChaVon, If you’re trying to add some smokiness – and I’m addicted to that flavor, btw – without using regular or turkey bacon, you could look for some smoked mozzarella to sub in for the regular kind, and instead of cayenne use powdered chipotle chiles (which are really just ripe, smoked jalapeños) so you get a little heat plus a little smoke.
          Most of the big spice companies and some stores’ house-brand spice lines now include either or both chipotle flakes and powder, so it’s totally worth checking your local grocery’s spice aisle! You might also check near the BBQ sauces to see if they carry something called ‘Liquid Smoke’, which is exactly that – water infused with concentrated smoke flavor from mesquite or hickory wood: a few drops is a delicious, easy way to add that smoky whiff to just about anything. Now I’m hungry…

  18. Tracy says

    Hello, this recipe looks absolutely amazing! I’d like to do this for Thanksgiving, and was wondering if you could help me figure out the proportions? I expect 15-20 people, and since I’m also doing the turkey and a green bean casserole, I’d really prefer to use just one dish (if possible). Your advice would be greatly appreciated, and thanks for the recipe!

  19. Tracy says

    I read further up that you used the doubled version twice for 15-22 ppl. If I were to put it all in one large aluminum pan, what would you suggest I heat the oven to and for about how long?

  20. Trini says

    I’ve never made baked mac n’ cheese without adding an egg :-/ I’m unsure of how well it will hold together without it

  21. Jen says

    I made this for Thanksgiving and it was great. I use penne rigatti (sp?) because I searched everywhere for the cavatappi pasta to no avail. Your instructions were so easy to follow, so thank you! Everyone loved it. I made a slight mistake of cooking the bacon too much so by the time it came out the oven it was a little too crispy, so I would be more careful with that step next time. Even still, I received tons of compliments on the dish. I will definitely make it again.

  22. Eric says

    Hi Resha,

    I am curious if you tried this recipe solely with Cabot New York Sharp Cheddar (8oz.) and in another instance solely with Extra Sharp White Cheddar (2cups)?
    I tried it with Extra white sharp cheddar, and I am wondering how it will differ next time if I use 1 cup of sharp cheddar and 1 cup of extra sharp white cheddar.

    Many thanks to bringing a new flavor to a traditional dish ;-)


  1. [...]  We had friends over for football and comfort food recently. We served cabernet beef stew and bacon mac ‘n cheese. We prepared both earlier in the day and reheated when it was time to eat.  Even after dessert [...]

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