Published: Apr 27, 2023 · Modified: May 9, 2023 by Angela · This post may contain affiliate links · 57 Comments

Old-Fashioned Baked Macaroni and Cheese with Bacon

Name: Old-Fashioned Baked Macaroni & Cheese with Bacon
Prep time: 30 min
Cook time: 30 min
Total time: 60 min
Ingredients: 2 TBSP salted butter; 1/2 yellow sweet onion (diced or sliced thin); 6 slices bacon (diced); 1 package elbow pasta (16 oz); 3 TBSP salted butter; 3 TBSP all-purpose flour; 2 C whole milk; 6 oz Gruyere cheese (grated); 6 oz sharp cheddar cheese (grated); 3 oz jack cheese (grated); 1/4 tsp black pepper; pinch ground nutmeg; pinch cayenne pepper

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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.

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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.

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.

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.

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 Barilla, & 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 (Gluten-Free)

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.

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.

Grilled Lemon Pepper Chicken

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.

Grilled Lemon Pepper Chicken Legs

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 Apple Salad with Greek Yogurt Dressing (no mayo)

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

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

Other Bacon Recipes

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

Classic Macaroni and Cheese with Caramelized Onions and Bacon

Product Recommendations for this Recipe:

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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

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Prep Time 30

Cook Time 30

Total Time 1

Course Main Course, Side Dish

Cuisine American

Servings 6

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

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.

Notes

Nutrition Facts
Servings: 6
Amount per serving
Calories	763
% Daily Value*
Total Fat 40.8g	52%
Saturated Fat 23.8g	119%
Cholesterol 122mg	41%
Sodium 559mg	24%
Total Carbohydrate 65.7g	24%
Dietary Fiber 2.7g	10%
Total Sugars 6.8g
Protein 33.1g
Vitamin D 39mcg	196%
Calcium 705mg	54%
Iron 3mg	16%
Potassium 381mg	8%
*The % Daily Value (DV) tells you how much a nutrient in a food serving contributes to a daily diet. 2,000 calorie a day is used for general nutrition advice.

Keyword baked, comfort, dinner, fancy, gourmet, pasta

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