This is the most drool-worthy, best Baked Mac and Cheese recipe, with a homemade cheesy sauce, crispy bacon, and golden buttery breadcrumbs. It is totally restaurant-worthy and will win over the whole family!

The Grown-Up Baked Mac and Cheese.
Even though my kids absolutely say it's their favorite side dish, this baked mac and cheese isn't just for kids! This version is more “gourmet” than our traditional mac and cheese recipe with additions of bacon, some extra seasonings in the sauce and a crispy, butter breadcrumb topping. It's a 10/10 (and easy to prep ahead…winning!).
I love to serve it as a side along ribs, chicken, or pulled pork. Or make it your main dish with some roasted vegetables on the side.
Don't miss our other kid-friendly recipes like Baked Chicken Meatballs, Air Fryer Chicken Nuggets, Mini Meatloaf, or Ham and Cheese Sliders!
How to make Baked Mac and Cheese:
Cook Pasta and Bacon: Cook your favorite pasta according to package instructions, but just until al dente (be careful not to overcook it!). Strain but don't rinse then set aside. In a large skillet, cook bacon until crispy. Remove some grease but leave a tiny bit in the pan.
Make Sauce: Melt butter. Whisk in flour, stirring constantly for 2 minutes. Reduce heat to low and slowly whisk in the milk. Mix together cornstarch and half and half then gradually pour it into the skillet. Add mustard, and seasonings and simmer until just slightly thickened. Stir in cheddar cheese.

Combine pasta, sauce and some of the bacon and add to an 8×8″ baking dish. Sprinkle parmesan cheese on top, the toasted panko and more bacon. Bake at 350°F (180°C) for 15-20 minutes, or until bubbly. Serve warm.

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Recipe

Baked Mac and Cheese
Equipment
Ingredients
- 1/2 pound elbow macaroni (about 1 ½ cups, 225g)
- 6 slices bacon
- 2 Tablespoon butter
- 2 Tablespoons all-purpose flour
- 1 1/2 cups milk (355ml)
- 3/4 cup half and half (half milk, half cream) (180ml)
- 1 1/2 teaspoons cornstarch
- 1/2 teaspoons dijon mustard
- 1 1/2 teaspoons chicken bouillon paste , or bouillon powder
- 1/4 teaspoon onion powder
- 1/2 teaspoon garlic powder
- 1/2 teaspoon dried parsley flakes
- 1/2 teaspoon salt , or more to taste
- 1/4 teaspoon freshly ground black pepper , or more to taste
- 2 cups freshly grated sharp cheddar cheese* (200g)
- 1/2 cup freshly grated parmesan cheese (50g)
Breadcrumb topping:
- 1/2 cup Panko breadcrumbs , or regular breadcrumbs (30g)
- 1 Tablespoon butter , melted
- 1/2 Tablespoon olive oil
Instructions
- Boil pasta according to package instructions, just until al dente. Don’t overcook! Strain (don't rinse) and set aside.½ pound elbow macaroni
- Shred cheese and set aside to allow to come to room temperature.2 cups freshly grated sharp cheddar cheese*, ½ cup freshly grated parmesan cheese
- Preheat oven to 350 degrees F. Lightly grease a 8×8 baking dish.
- Cook bacon in a large skillet over medium heat until crispy, about 5-7 minutes. Remove bacon to a plate lined with paper towels. Remove some, but not all of the grease from the pan and chop/crumble into pieces.6 slices bacon
- Make Cheese Sauce: Add 2 tablespoons butter to the pan and then whisk in flour. Cook, stirring, for 2 minutes. Reduce heat to low and gradually whisk in milk. Add the cornstarch to the half and half and whisk until smooth. Gradually add it to skillet followed by mustard, chicken boullion, onion powder, garlic powder, parsley, salt and pepper. Cook sauce, stirring well, for a few more minutes, just until it begins to slightly thicken. Remove from heat and stir in shredded cheddar cheese. Taste and add additional seasonings, if needed.2 Tablespoons all-purpose flour, 1 ½ cups milk, ¾ cup half and half, 1 ½ teaspoons cornstarch, ½ teaspoons dijon mustard, 1 ½ teaspoons chicken bouillon paste, ¼ teaspoon onion powder, ½ teaspoon garlic powder, ½ teaspoon dried parsley flakes, ½ teaspoon salt, ¼ teaspoon freshly ground black pepper, 2 Tablespoon butter
- Combine: Add bacon (reserve a handful to top at the end), and cooked pasta and toss to evenly coat in sauce. Pour mixture into 8×8’’ baking dish. Sprinkle parmesan cheese on top.
- Breadcrumb topping: Add panko, melted butter and olive oil to a skillet (or the saucepan used to cook the pasta). Cook over medium-high heat, stirring constantly, until the crumbs are golden brown. Evenly sprinkle over the mac cheese. Add remaining bacon crumbles on top.½ cup Panko breadcrumbs, 1 Tablespoon butter, ½ Tablespoon olive oil
- Bake 15-20 minutes or until bubbly. Serve warm.
Notes
Nutrition
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I originally shared this recipe June 2017. Updated February 2022 and April 2025.
Original inspiration for this recipe was from Carlsbad Cravings mac casserole, but I've tweaked it significantly over the years (I don't use sour cream, provolone, red pepper flakes or evaporated milk, and I add bacon).
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I’d previously made Mac and cheese from another recipe and it was SO flavorless (the creator also deleted my review because it wasn’t 5 stars… 🙄). I should have known to use your recipe from the start! It turned out fantastic! The only adjustments I made were to include sauteed onions, omit the bacon because I was out, use ground mustard instead of the Dijon and only put the panko on half because my son doesn’t like panko (he certainly didn’t get that silliness from me!). So good and creamy and I have tons of leftovers. 10/10 would recommend
Hi Lauren, I really appreciate how your recipes have the particular ingredients right in the directions section! It makes it so much easier, even if you have measured and weighed everything out before starting, for someone who is an adventuresome but non-professional cook! Thank you! Haven’t yet made this Mac&Cheese recipe but it looks delightful!
Can the cornstarch be omitted? I’ve never used that in mac and cheese.
It’s to thicken the cheese sauce. It doesn’t affect the flavor of the finished product at all
I’m a little confused. Does the Nutrition show for complete recipe – not just one serving, right?
We just corrected the servings. The nutrition info is for one serving. It makes 4 servings.
The quantity of dry pasta seems off. I don’t think this recipe would serve 6 adults.
Thanks for the feedback, I actually agree and went ahead and changed it to serve 4!