Elevate your macaroni and cheese game by adding bacon, caramelized onions, and gruyère cheese. After mixing the cooked macaroni with creamy cheese sauce you’ll top with bread crumbs and bake until golden brown. The perfect comfort food side-dish for special occasions like Thanksgiving and Christmas.

Homemade Mac and Cheese: Comfort Food

We all have our own idea of what makes a mac and cheese recipe perfect. There are the mac and cheese purists; and the mac and cheese extremists who try to shove a million different ingredients into their dish!

Some folks love nostalgic stovetop mac and cheese. While others prefer wild flavors like pumpkin mac and cheese (my kids fave Thanksgiving side-dish). Or buffalo chicken macaroni and cheese. And then of course, there are the folks who prefer their macaroni and cheese… straight out of the box!

No judgement here… but let me bend your ear a little about MY perfect macaroni and cheese recipe. Because I have a feeling I might just bring you over to my side!

Baked Macaroni and Cheese Recipe: Ingredients

• Pasta: Al dente pasta is key here, because you don’t want mushy cooked pasta. You can use elbow macaroni, shells, or shellbows for this macaroni and cheese recipe.
• Bacon: My kids love bacon in their mac and cheese, so for us this is not an optional ingredient. But you can use pancetta or omit if needed.
• Butter: Adds richness and flavor. I don’t suggest replacing this.
• Shallots: My favorite part, the shallots add so much flavor and texture.
• Thyme: Fresh thyme adds delicious flavor and makes this cozy side-dish extra special. I don’t suggest using dried thyme, but if you do, use half the amount called for.
• All-Purpose Flour: Thickens the creamy cheese sauce for our baked mac and cheese.
• Milk: Helps thin the creamy cheese sauce so it evenly coats the cooked pasta and isn’t too thick. I don’t suggest subbing plant based milks.
• Seasonings: Brown sugar, salt and pepper, cayenne pepper, and nutmeg add so much flavor and dimension to the creamy cheese sauce!
• Heavy Cream: You should not substitute this ingredient, also known as heavy whipping cream, with more milk or half and half.
• Cheese: I use sharp cheddar cheese and gruyere for this recipe. But you can check out my other cheese suggestion below to shake it up.
• Panko Bread Crumbs: But in a pinch, any variety of bread crumbs will work.
• Olive Oil: You use this to coat the bread crumbs, which makes them extra crispy.

How Do You Make Macaroni and Cheese Homemade?

• Preheat Oven: And lightly grease a baking dish before you begin making the macaroni and cheese.
• Boil the Pasta: Bring a large pot of water to a boil and cook the pasta until al dente. Pour cooked pasta into the prepped baking dish.
• Cook the Bacon: Until crispy on both sides. Drain on a paper towel lined plate, then chop into small bits. You can do this 24 hours in advance and store in the fridge until needed.
• Make the Roux: Add shallots and thyme to melted butter and cook, until soft. Add the flour and stirring constantly, cook for 1 minute. Then slowly pour in the milk.
• Cook the Sauce: Whisking constantly, cook until it thickens, about 5 minutes. Whisk in the salt and pepper and other seasonings.
• Make the Creamy Cheese Sauce: Remove the pan from heat and stir in the cream, gruyere, and sharp cheddar. Fold in half of the bacon. Pour sauce over cooked pasta and stir gently to combine. 
• Bake: Sprinkle bread crumbs on top and place the baking dish in oven and bake.

Pre-Shredded Cheese vs Freshly Shredded Cheeses: What Makes the Best Creamy Cheese Sauce?

• Shredding blocks of cheese is a labor of love… but freshly shredded cheese works best for macaroni and cheese.
• Not only will freshly shredded cheese have the best flavor, it’ll melt beautifully into the creamy cheese sauce.
• Pre-shredded cheese often lacks flavor. And contains an anti-caking agent, which prevents it from melting fully into the creamy cheese sauce. So please use fresh grated cheese for best results in this homemade mac and cheese!

Best Cheese for Creamy Cheese Sauce

• I absolutely love the combination of sharp cheddar cheese and gruyere cheese. But they can be intense cheeses and expensive, so feel free to sub swiss cheese for the gruyere.
• Or use monterey jack, milder cheddar cheese, or even a pepper jack cheese if you like a kick.
• Freshly grated Parmesan also adds a nice nutty flavor. But I’d only suggest adding 3/4 of a cup.
• I don’t suggest using slices of cheese for this recipe. Freshly shredded cheese from a block works best.

Top the Cooked Macaroni with Bread Crumbs

• This is a baked macaroni and cheese recipe. You’ll scrape the macaroni and cheese into a baking dish, then top it with crunchy buttery bread crumbs before baking it.
• Do you have to bake it? Absolutely not. Instead, you could toast the bread crumbs in a small skillet then top the cheesy pasta and serve at once.

How to Make Macaroni and Cheese in Advance

You can assemble this dish, without the bread crumbs, up to 24 hours in advance and store in the fridge until needed. Let come to room temperature before topping with bread crumbs and baking.

More Side-Dish Recipes:

• Cheesy Bacon Green Bean Casserole
• Lemon Garlic and Parmesan Asparagus
• Crispy Honey Mustard Brussels Sprouts with Bacon
• Broccoli and Cheddar Twice-Baked Potatoes
• German Potato Salad
• Maple Sriracha Roasted Cauliflower