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    Home » Main Dishes

    Updated: Feb 27, 2024 · Published: Apr 27, 2023 · by Angela · This post may contain affiliate links · 57 Comments

    Old-Fashioned Baked Macaroni and Cheese with Bacon

    Jump to Recipe

    This classic old-fashioned baked macaroni & cheese recipe is even more amazing with crispy bacon & sweet caramelized onions. It's creamy, gooey, & comfort food at its best. My mother made this all the time & now I make it for my family. It's a tried & true southern recipe that will be a homemade mac & cheese favorite at your house guaranteed.

    Classic Old-Fashioned Macaroni and Cheese with Caramelized Onions and Bacon in a casserole dish

    This old-fashioned mac and cheese casserole recipe made from scratch is soul food at its best. It tastes gourmet with a cheese sauce using a classic roux technique stirred into al dente elbow macaroni. Finally, the addition of sweet caramelized onions and smoky crispy bacon just lifts this recipe to a whole new level of elevated goodness.

    Whether you call it macaroni and cheese, mac and cheese, or mac n cheese one thing is for sure, everyone will ask for seconds. It's a great main dish to serve with my oven-roasted green bean recipe. Or enjoy it as a side along with tender short ribs from the smoker.

    Jump to:
    • What are the Best Cheeses for Mac and Cheese?
    • Ingredients for Old-Fashioned Macaroni and Cheese
    • How to Make Baked Mac and Cheese
    • Assemble & Bake the Old-Fashioned Macaroni and Cheese
    • Substitutions & Variations
    • Storing Mac & Cheese
    • What to Serve with Homemade Mac & Cheese
    • Other Bacon Recipes
    • Old-Fashioned Baked Macaroni & Cheese with Bacon

    What are the Best Cheeses for Mac and Cheese?

    • Sharp Cheddar - the old standard with pronounced aged cheddar perfection
    • Gruyere - adds an earthy depth and complex nuttiness *(substitute Swiss cheese if hard to find)
    • Monterey Jack - mild, buttery, and melts easily
    Old-Fashioned Mac & Cheese baked with bacon & onions.

    Ingredients for Old-Fashioned Macaroni and Cheese

    This is made with a tasty 3-cheese blend of Gruyere, sharp cheddar, and jack for the best macaroni and cheese recipe ever.  The rest of the ingredients are pantry staples.

    • 3 kinds of cheese - sharp cheddar, gruyere, and Monterey jack
    • butter
    • flour
    • elbow shaped pasta
    • salt, pepper, and nutmeg
    • bonus ingredients = bacon and onions
    Ingredients ready to assemble the old-fashioned mac & cheese with bacon

    How to Make Baked Mac and Cheese

    This is my go-to recipe when I want a crowd-pleaser that will make the kids happy but all the adults love it too.  (nothing boring here!) It is the best baked macaroni & cheese casserole. As a side dish, this recipe feeds about 8-10 and as a main dish, it feeds about 4-5 people.

    Here are the steps outlined on how to make this recipe:

    • Caramelize the Onions
    • Cook the Bacon
    • Boil the Macaroni Pasta
    • Make the Cheese Sauce from a Traditional Roux Recipe
    • Assemble & Bake the Mac & Cheese

    How to Caramelized Onions

    The extra steps of caramelizing the onions are worth every sweet bite. It takes some time but it is so easy. Learning how to caramelize onions is easy. Follow these basic steps or check out my link above for more in-depth details.

    • Melt butter over low heat in a skillet.
    • Add diced onions to the pan.
    • Cook over low heat for 15-20 minutes, stirring occasionally.
    • Cook until soft, translucent, & golden brown.
    Caramelizing the diced onions

    Fry the Bacon

    Set the onions aside and next crisp up the bacon pieces in a saute pan.  Drain the bacon on a plate with paper towels.  Once both are ready, start the roux for the cheese sauce and get the pasta cooking.

    Boil the Macaroni Noodles

    Begin boiling a large pot of water for cooking the elbow macaroni. Once it comes to a boil, add the box of macaroni. Stir so they do not stick together. Start the cheese sauce now & preheat the oven to 400° so it will be ready.

    Reduce the heat to medium-high so it continues to bubble but does not boil too high & spill over. Cook until pasta is al-dente, about 8 minutes.

    Make the 3-Cheese Sauce

    Meanwhile, as the water is coming to a boil, time to make the cheese sauce. This will be the base for the baked mac & cheese casserole. It will seem like a lot of sauce. Baked mac & cheese recipes need a lot of sauce so they are creamy and do not dry out.

    Here are the easy steps to making the cheese sauce.

    • Over medium-low heat, melt butter in a medium-sized saucepan.
    • Sprinkle in the flour & whisk until a golden paste. Cook for 2 minutes so there is no raw flour taste.
    • While whisking, add the milk. Turn the heat to medium-high and cook for 2 minutes.
    • Once thick & smooth, turn it off and remove from the heat.
    • Add the 3 kinds of shredded cheese, nutmeg, and cayenne. Stir to combine so it is a rich smooth cheese sauce. 
    cheese sauce for mac and cheese

    Assemble & Bake the Old-Fashioned Macaroni and Cheese

    To the cooked macaroni, add the cheese sauce. Stir to combine. It will be very cheesy.

    Macaroni and Cheese with Caramelized Onions and Bacon being combined.

    To assemble, butter or spray a large casserole dish. Next, add ½ of the bacon and onion pieces to the macaroni & cheese, and stir to combine.

    add onion and bacon to mac and cheese

    Pour it into the prepared baking dish. Sprinkle the remaining bacon and onions on top before baking.

    Place the mac & cheese into the preheated oven to bake for 20-30 minutes. It will be bubbling on the edges and warm in the center when it is ready. Do not overbake or it will dry out.

    Let it sit for 5 minutes before digging in. Spoon onto plates as a side dish or in bowls for a main dish. Enjoy!

    Old-Fashioned Baked Mac & Cheese Casserole

    Substitutions & Variations

    • Vegetarian -  you can make a simple substitution and omit the bacon. But if you still want a smoky taste, replace the Monterey Jack cheese with a smoked gouda.
    • Bacon - use turkey bacon instead of pork bacon if that is your preference.  It will still have that crispy & salty texture that makes this mac & cheese irresistible.
    • Gluten-Free - use a gluten-free flour such as Bob's Red Mill 1:1 replacement instead of regular flour. Also, use your favorite gluten-free macaroni, such as gluten-free pastas, & follow the box instructions for cooking.
    • Extra Cheesy - sprinkle additional shredded cheese over the top ½ way through baking.

    Storing Mac & Cheese

    You can make macaroni and cheese ahead of time.  Just cover and place in the refrigerator for up to 2 days.  On the day you want to bake it, let it sit on the counter as you preheat the oven.  Then put it in the oven and bake it.

    Leftover mac & cheese stores well in the refrigerator & freezer.  Place in an air-tight container and store in the refrigerator for up to 5 days and in the freezer for up to a month.   

    To thaw, place a frozen container in the refrigerator for 48 hours. Reheat refrigerated mac & cheese in the microwave - it may need a splash of milk or more butter to make it creamy again but it will still be fantastic.

    Old-Fashioned Baked Mac & Cheese with Bacon & Onions ready to serve from the casserole dish.

    What to Serve with Homemade Mac & Cheese

    Here are some family favorites to serve with this recipe.  All go well together for a complete meal - the kid's favorite is AIR FRYER POPCORN CHICKEN!  

    3-Ingredient Sloppy Joes
    This easy homemade sloppy joe sauce is made of only 3 ingredients. Together they make this classic sandwich saucy, sweet, and savory with a bit of tang. There is a lot of flavor with just a few ingredients. It's a gluten-free, dairy-free, & from scratch recipe instead of using canned Manwich.
    Easy 3-Ingredient Sloppy Joes
    Sloppy joe meat on a bun with cheese plated and ready to eat.
    Grilled Boneless Skinless Chicken Thighs
    The best grilled boneless skinless chicken thighs are easy to make for summer cookout perfection. They have a sweet and spicy dry rub that adds so much flavor. These yummy chicken thighs come out juicy and cook in less than 15 minutes for a quick meal. Chicken thighs are great for meal planning to add to salads, soups, sandwiches, and wraps for lunch or dinner.
    Grilled Seasoned Chicken Thighs
    A plate with 3 grilled boneless chicken thighs will grill marks and parsley on top.
    Smoked Pulled Pork Shoulder (pork butt)
    The best smoked pulled pork is done low & slow. This tender & juicy pork shoulder is an easy recipe. This is a great pulled pork recipe for beginners thanks to its simplicity and foolproof method.
    Pulled Pork from the Smoker
    Closeup of Pulled pork with bbq sauce on a bun.
    Italian Chicken Drumsticks
    This recipe for authentic Italian chicken drumsticks is bursting with flavor thanks to an easy lemon, pepper, garlic, and herb marinade. The chicken legs are grilled to juicy perfection. Great for the grill or oven.
    Grilled Lemon Pepper Chicken Legs
    Italian Chicken Drumsticks
    Philly Cheesesteak with Trader Joe's Shaved Beef
    Tender beef and melty cheese are delicious in this iconic sandwich, easy enough to make at home. This is the best Philly Cheesesteak using Trader Joe's Shaved Beef Steak.
    Philly Cheesesteaks with Shaved Beef
    Classic Homemade Philly Cheesesteak Sandwich
    Caramelized Brussel sprouts with Brown Sugar, Bacon, & Blue Cheese
    Caramelized Brussel sprouts with brown sugar are a wonderful simple side dish.  To make Brussel sprouts even more wonderful add bacon and blue cheese for a sweet, salty, creamy, and nutty delight. 
    Brussels Sprouts with Bacon & Blue Cheese
    Caramelized Brussel Sprouts with Brown Sugar, Bacon, & Blue Cheese featured overhead
    Broccoli Salad with Apples & Cheese
    This healthy broccoli salad with carrots, raisins, apples, and cheese is amazing. The creamy greek yogurt dressing is low-fat and made without mayo. It is tangy, crisp, fresh, and sweet in every bite. It holds up great for potlucks and barbecues. It is even great as a leftover, unlike other salads.
     
    Broccoli Apple Salad with Greek Yogurt Dressing
    Broccoli Apple Salad with Greek Yogurt Dressing (no mayo) overhead featured
    Air Fryer Shishito Peppers
    Air fryer shishito peppers char up with crunchy blistered skins for so much flavor. In minutes you have one of the best appetizers. For a sweet, spicy, and smoky bite there is nothing more simple yet delicious as these peppers.
    Air Fryer Shishito Peppers
    Air Fryer Shishito Peppers recipe card plate ready to eat with dip

    Other Bacon Recipes

    Bacon lovers be ready to enjoy these yummy recipes that are all made better thanks to loads of crispy bacon.

    • Bacon-Wrapped Chicken Tenders
    • Ground Beef & Bacon Chili - no beans
    • Shishito Peppers with Bacon
    Classic Macaroni and Cheese with Caramelized Onions and Bacon

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    casserole dish with baked 3 cheese mac and cheese topped with bacon

    Old-Fashioned Baked Macaroni & Cheese with Bacon

    Angela
    Creamy macaroni & cheese with caramelized onions & bacon is a classic old-fashioned recipe. The best homemade baked mac and cheese begins with a traditional roux, 3 kinds of cheese & al dente elbow pasta. This family-favorite casserole recipe is creamy, comforting, & simple to make.
    5 from 1 vote
    Print Recipe Pin Recipe Share on Facebook
    Prep Time 30 minutes mins
    Cook Time 30 minutes mins
    Total Time 1 hour hr
    Course Main Course, Side Dish
    Cuisine American
    Servings 8
    Calories 504 kcal

    Ingredients
      

    • 2 tablespoon salted butter
    • ½ yellow sweet onion diced or sliced thin
    • 6 slices bacon diced
    • 1 package elbow pasta 16 oz
    • 3 tablespoon salted butter
    • 3 tablespoon all-purpose flour
    • 2 C whole milk
    • 6 oz Gruyere cheese grated
    • 6 oz sharp cheddar cheese grated
    • 3 oz jack cheese grated
    • ¼ teaspoon black pepper
    • pinch ground nutmeg
    • pinch cayenne pepper
    Prevent your screen from going dark

    Instructions
     

    • Preheat the oven to 400 degrees F.
    • Measure the milk and let come to room temperature while you do the upcoming steps.
    • Heat saute pan on medium heat and melt butter. Add diced onion and set to low, cook the onion slowly until they are soft, translucent, and only slightly brown. You do not want these dark but more soft and tender to bring out the natural sweetness. Transfer to a bowl and set aside.
    • In the same saute pan, bring the heat back up to medium. Add diced bacon and saute until crisp. Transfer the bacon to a plate lined with paper towels and set aside.
    • Bring a large pot of salted water to boil. Add the macaroni and cook according to the directions on the package, typically 6 to 8 minutes. Drain well then return to the large pot.
    • Meanwhile, heat a medium saucepan to medium and melt the butter. Sprinkle in the flour and whisk until a smooth golden paste. Cook over low heat for 2 minutes, stirring with the whisk. You want to make sure you cook this so that there is no raw flour taste in your sauce. Do not immediately add the milk and cheeses.
    • While whisking, add the milk slowly and cook for a minute or 2 more on medium-high, until thickened and smooth.
    • Remove from the heat, add the 3 kinds of cheese, pepper, nutmeg, and cayenne. Stir to combine so it is a rich smooth cheese sauce.
    • To assemble, butter or spray a large casserole dish. To the cooked macaroni, Add the cheese sauce, ½ of the crumbled bacon, and the onions and stir well. Pour into the casserole dish and top with the remaining bacon.
    • Bake for 20-30 minutes or until bubbly and warm in the center.
    • Remove from oven and let sit for about 5 minutes to cool and for the cheese sauce to thicken. Plate and enjoy.
    • To store the remaining macaroni and cheese, cover the casserole dish and place it in the refrigerator. It can be stored for up to 3 days.

    Nutrition

    Calories: 504kcalCarbohydrates: 29gProtein: 22gFat: 33gSaturated Fat: 18gPolyunsaturated Fat: 2gMonounsaturated Fat: 10gTrans Fat: 0.3gCholesterol: 91mgSodium: 547mgPotassium: 260mgFiber: 1gSugar: 5gVitamin A: 820IUVitamin C: 1mgCalcium: 533mgIron: 1mg
    Keyword baked, comfort, dinner, fancy, gourmet, pasta
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      Recipe Rating




    1. Emily says

      September 30, 2019 at 6:54 am

      That looks so tasty, I’m definitely going to try and whip this up this week!

      Reply
    2. Robin says

      September 30, 2019 at 8:51 am

      Yum! Looks so tasty! Never would have thot to put bacon in mac and cheese, but we love putting eggs in too!

      Reply
    3. Kristen Usrey says

      September 30, 2019 at 8:55 am

      I have never thought about putting caramelized onions in mac and cheese. What I really love is that you included vegetarian options.

      Reply
    4. Holly Bird says

      September 30, 2019 at 8:57 am

      Another amazing recipe! I pinned it for later..I think this is going to be a family favorite! Thank you for always having great recipes!

      Reply
      • Angela says

        September 30, 2019 at 9:13 pm

        You are so kind Holly. Thank you

        Reply
    5. Kim says

      September 30, 2019 at 10:39 am

      Sure wish I wasn’t on a low carb diet. This looks
      Wonderful

      Reply
      • Angela says

        September 30, 2019 at 9:13 pm

        Try it with cauliflower instead - I have done that with other mac n cheese recipes.

        Reply
    6. Erika says

      September 30, 2019 at 10:56 am

      This macaroni and cheese sounds awesome! The caramelized onions and bacon take it to the next level, I'm sure!

      Reply
      • Angela says

        September 30, 2019 at 9:12 pm

        Next level and beyond...

        Reply
    7. Michelle says

      September 30, 2019 at 11:02 am

      This looks so tasty. I remember when I first made mac'n'cheese, that wasn't from a box, I was in heaven. Always had to make from scratch after that. Great recipe!

      Reply
      • Angela says

        September 30, 2019 at 9:12 pm

        Homemade mac n cheese is worth every second of prep and waiting for it to cook... comfort food heaven.

        Reply
    8. Ellen says

      September 30, 2019 at 11:17 am

      What a delicious looking meal! Going to make it soon!

      Reply
    9. LIsa says

      September 30, 2019 at 11:56 am

      Love a good Mac and cheese recipe! Thanks for the option s!

      Reply
    10. Kendra says

      September 30, 2019 at 12:00 pm

      I love your choice of cheeses in this! (Even though it has the one with the G that I can never say right! Gives my kids something to make fun of though!)

      Reply
      • Angela says

        September 30, 2019 at 9:11 pm

        In my house it is white or orange cheese - the fancy names will be said some day.

        Reply
    11. Katherine Wolfe says

      September 30, 2019 at 1:51 pm

      Thanks to you....no more kiddie powdery-orange Kraft mac and cheese in this house!

      Reply
      • Angela says

        September 30, 2019 at 9:11 pm

        You are welcome - this is the bomb and that "powder" will not be missed!

        Reply
    12. Eva says

      September 30, 2019 at 3:06 pm

      I really need to learn not to read your blog when I'm hungry and dinner is way too far away. LOL
      Saved this on Pinterest. Thank you for sharing.

      Reply
      • Angela says

        September 30, 2019 at 9:09 pm

        Sorry, Eva for making you more hungry but I am glad you pinned it for later.

        Reply
    13. Candy K. says

      September 30, 2019 at 3:11 pm

      My husband refuses to eat any mac and cheese that is not made with powder. Maybe this will change his mind. Thank you!

      Reply
      • Angela says

        September 30, 2019 at 9:09 pm

        Oh, that is classic. Let him know kids love this version and he can too - haha!

        Reply
    14. Cameron says

      September 30, 2019 at 4:56 pm

      Thanks so much for this - looks delicious and I can't wait to try it!

      Reply
    15. Jen says

      September 30, 2019 at 5:46 pm

      Such great tips to make this awesome comfort food - Mac and cheese!

      Reply
    16. Lora says

      September 30, 2019 at 5:48 pm

      Yummy! Love a good mac n cheese recipe!

      Reply
    17. Tiffany says

      September 30, 2019 at 6:09 pm

      This looks great! I love making homemade mac and cheese!

      Reply
      • Angela says

        September 30, 2019 at 9:08 pm

        Me too, there is nothing like it.

        Reply
    18. Katie Green says

      September 30, 2019 at 7:09 pm

      I love macaroni and cheese! You gave good tips to make the best.

      Reply
    19. Karen says

      September 30, 2019 at 8:10 pm

      This looks so good. I pinned it so I can make it another day. Thank you for sharing.

      Reply
      • Angela says

        September 30, 2019 at 9:07 pm

        Thanks for pinning!

        Reply
    20. jen says

      September 30, 2019 at 8:35 pm

      looks amazing. i'm a big fan of mac and cheese... and bacon so... this is happening...

      Reply
    21. Shannon says

      October 01, 2019 at 12:15 am

      I cant wait to try out the vegetarian option!

      Reply
    22. Jody says

      October 01, 2019 at 6:46 am

      My grandchildren would love this to eat.

      Reply
    23. Suzan says

      October 01, 2019 at 8:51 am

      Bacon makes everything better 🙂

      Reply
    24. Malia says

      October 01, 2019 at 10:54 am

      Thanks for including the vegetarian tip of smokey smoked gouda! This sounds delicious, and I bet I could include baco's or some other fake bacon to increase appeal.

      Reply
      • Angela says

        October 01, 2019 at 5:27 pm

        Totally - I forgot about Baco's!

        Reply
    25. Christy Boston says

      October 01, 2019 at 4:39 pm

      I am always looking for new takes on Mac and Cheese. What a great idea using the caramelized onions with the bacon. I SO have to try this!

      Reply
    26. Lisa says

      October 01, 2019 at 5:16 pm

      Very tasty looking! We are going to try this! Thank you for sharing.

      Reply
    27. judean says

      October 01, 2019 at 6:01 pm

      Um - YUM! That is all I can say - I have pinned this for me to make like ASAP! Anything with bacon in it is awesome but carmalized onions? Have not tried that!

      Reply
    28. Christina Furnival says

      October 01, 2019 at 9:44 pm

      Looks so good! Love how you considered vegetarians in terms of the cheese to use while omitting the bacon!

      Reply
    29. Anindya Sundar Basu says

      October 02, 2019 at 4:47 am

      I love Macaroni and will definitely try this at home

      Reply
    30. Dawnmarie @ EnjoyingtheDays says

      October 02, 2019 at 6:04 am

      Wow, this looks both naughty and yummy. I like to put bread crumbs on macaroni and cheese, and this recipe gives some different flavors or crunchiness.

      Reply
    31. Foodopi says

      October 02, 2019 at 9:40 am

      Have always been fan of macaroni and cheese from my college days, comfort food for sure...and also tasty 🙂 thanks . Have also made it my daughter's one of her favourite dish 🙂

      Reply
    32. Jenna says

      October 02, 2019 at 9:46 am

      This looks so good! I don't like bacon, so I'd prob leave that out!

      Reply
      • Angela says

        October 02, 2019 at 7:08 pm

        I include info on if you want the smoky taste without the bacon - you will maybe like that version

        Reply
    33. Haley Kelley says

      October 02, 2019 at 1:04 pm

      This looks like the best thing ever!

      Reply
      • Angela says

        October 02, 2019 at 7:07 pm

        I couldn't have said it better myself!

        Reply
    34. F&F: Ammi's Kitchen says

      October 02, 2019 at 2:44 pm

      Love the idea of using carmelized onions!

      Reply
    35. jane says

      October 03, 2019 at 7:19 pm

      This recipe is perfect for family gatherings and I would love to try making this on Thanksgiving. What I love about this is that there's an option for vegetarian.

      Reply
    36. T.M. says

      October 07, 2019 at 8:39 am

      Oh, this is comfort food AT ITS BEST! This looks so scrumptious, my mouth was literally watering while I was reading the post.

      Reply
    37. Miz Helen says

      October 14, 2019 at 1:36 pm

      Contratulations your post has been featured on Full Plate Thursday,453! Thanks so much for sharing you talent with us and hope you have a great week!
      Miz Helen

      Reply
      • Angela says

        October 14, 2019 at 4:53 pm

        Thank you so much Miz Helen - I love your site and honored to be featured!

        Reply
    38. Emma says

      February 18, 2022 at 9:26 am

      5 stars
      To die for mac and cheese. I love the three cheeses with bacon and onions for a fancier recipe. It was a side dish but I will eat this as a meal any day and at any time.

      Reply
    39. Sam says

      June 15, 2022 at 7:51 am

      I tried making this last night with my daughter and it came out pretty dry. Flavor was good, but it wasn’t very cheesy or “gooey.” Any ideas? Did we over bake?

      Reply
      • Angela says

        June 15, 2022 at 9:10 am

        I am sorry to hear that. We have this often and I have never had that happen. Did you use a different pasta shape or more posta than recommended - that may throw the ratio off? Did you use a more shallow baking pan as that could dry it out too? With 2 cups of milk and the 3 kinds of cheese, it is very cheesy and gooey whenever we have it. You can try baking it for less time too and try it maybe after 15-20 minutes - every oven cooks a bit differently. You want the mac & cheese hot throughout but definitely not dry.

        Reply
        • Sam says

          June 15, 2022 at 9:24 am

          Ok, thanks! The pasta was smaller elbows, but still 16 oz. It was super cheesy and gooey going into the oven. We’ll definitely try it again and check it sooner.

          Reply
    40. Liz says

      July 30, 2022 at 6:32 am

      Any way this can be done in slow cooker??

      Reply
      • Angela says

        July 30, 2022 at 3:55 pm

        I have never tried making this in the slow cooker. It is a baked casserole but I get that slow cooker espeically during hot weather are the favorable way to go. You could mix it all up in the slow cooker vs a casserole dish and put it on low. I am not sure how long but check it for it to be as heated through/warm as you prefer it and then top with the bacon just before scooping and serving. I would love to hear how it turns out if you give it a try.

        Reply

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