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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Running the pasta under cold water won’t let the sauce stick as well. I wouldn’t do that!
Can you double this recipe
Yes, no problem! Enjoy!
At the top of the ingredients list and to the right you’ll see a stretched sphere (I forgot the shapes name) with a 1x 2x 3x in it. If you want to double the recipe just tap on the 2x, which is what I did with my first attempt. Bon’ Appetite!
Amazingly good!
I don’t normally rate recipes that I try, but this was ridiculously good! I substitued Wagyu Frankfurters sliced and cut into quarters for the bacon, but otherwise followed the recipe to the letter. It’s incredible. Thank You!
Just want to clarify some measurements: for 2 cups cheese how many ounces ungrated: Same for noodles, 1 1.2 cups?
Thank you
Sue Linquist
Great recipe. The family loves it.
Love! I didn’t have Half & Half so used part milk, part cream cheese. I also topped it with Gorgonzola cheese and diced tomato. This will definitely be a staple comfort food.
Mine came out yummy, and made an excellent side dish to the ribs I slow rolled on the grill for. four hours 🙂
This is and excellent meal, I’m not a cook, tried it and now the family wants more!!
Thanks
I do have one question. if you wanted to make it ahead of time in the day and serve it that night. Can you and what would your recommendations be to do that?
Thanks again
Yes, but I would store the sauce and noodles separately until you’re ready to bake it, otherwise the noodles will soak up some of the sauce.
Would you recommend storing separately if Im making this the night before?
Yes, store the pasta and sauce separately.
This has become a family favorite. We love the multiple flavors and textures. The time and effort are well worth the final results.