This post contains affiliate links.
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.


Baked Mac and Cheese
Equipment
Ingredients
- 1/2 pound elbow macaroni, (about 1 ½ cups)
- 6 slices bacon
- 2 Tablespoon butter
- 2 Tablespoons all-purpose flour
- 1 1/2 cups milk
- 3/4 cup half and half, (half milk, half cream)
- 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*
- 1/2 cup freshly grated parmesan cheese
Breadcrumb topping:
- 1/2 cup Panko breadcrumbs, , or regular breadcrumbs
- 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
Nutrition information is automatically calculated, so should only be used as an approximation.
Text me new recipe ideas!
Simple, tasty ideas sent once a week. No spam.
Follow Me
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).

The Grown-Up Baked Mac and Cheese.



My seven year old twin granddaughters love this and have renamed it Nanna’s Mac n Cheese!
Serve it with a salad for their parents.
Do you think this recipe will be good as a take and bake meal? Stick it in the fridge for a day and then make it? If not, how about doubling the sauce, then do you think it would work.
Thanks! This looks delicious!
Sure! I would cook the noodles just barely until al-dente, or even undercook them for a minute. I think doubling or 1.5 the sauce is a good idea.
I made this yesterday for Thanksgiving Dinner. I prepared the sauce the night before and so glad I read the reviews first and the author’s response to not combine sauce to noodles till right before baking. I made that mistake the year before with Alton Brown’s recipe and was treated to super dry Mac and cheese. This year it was just what I wanted. Nice and creamy inside with that nice crisp of panko bread topping and Parmesan cheese “crust”. I followed the recipe, for the cheese I used 8 oz of Gouda and 16oz of Sharp cheddar. It was a nice contrast. I will definitely use this again (playing with cheese opinions- so many possibilities). Thanks so much for the great, easy instructions. The video was super great and made it so simple to follow along! Nice job, your site is a keeper!
Such a good dish.
Made this for a friend’s sister and brother!! Hoping it’s a hit!!
Made this for an office Christmas party. Doubled everything so it would feed a small army. Even so, it was gone in 10 minutes and received rave reviews. Took me a little longer to prepare than quoted, but it was my first go around with this recipe. I also put it under a broiler for five minutes to really put some color on the breading.
Made this TWICE this week for 2 Thanksgivings and it was such a hit!! Absolutely delicious.
Is it possible to store this overnight to save for Thanksgiving?
Hi Vitoria, the noodles will soak up the sauce, so I would suggest making the sauce and cooking the noodles and storing them separately. Then throw everything together the day of 🙂 Enjoy!
Great recipe! We loved it. My daughter in law said it was the best she’d ever had. Son told me he’s usually bored with mac and cheese after the second bite. He asked this morning if he could have some leftover for breakfast. Thanks for this keeper.
Thanks for sharing, I’m so glad it was a hit!
If I want to double this recipe, how much longer should I leave it in the oven??
Just until hot and bubbly 🙂
I made this for dinner last night. My daughter in law told me it was the best macaroni and cheese she’d ever had. My son told me that he usually is bored with mac and cheese after the second bite. He gave it rave reviews. This morning asked if he could have some of the leftover for breakfast. Thank you. Definitely five star rated!