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.
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.
- 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
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
- elbow shaped pasta
- salt, pepper, and nutmeg
- bonus ingredients = bacon and onions
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.
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!
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.
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!
Other Bacon Recipes
Bacon lovers be ready to enjoy these yummy recipes that are all made better thanks to loads of crispy bacon.
Product Recommendations for this Recipe:
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Old-Fashioned Baked Macaroni & Cheese with Bacon
- 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
- 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.
|Amount per serving|
|% Daily Value*|
|Total Fat 40.8g||52%|
|Saturated Fat 23.8g||119%|
|Total Carbohydrate 65.7g||24%|
|Dietary Fiber 2.7g||10%|
|Total Sugars 6.8g|
|Vitamin D 39mcg||196%|
|*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.|
That looks so tasty, I’m definitely going to try and whip this up this week!
Yum! Looks so tasty! Never would have thot to put bacon in mac and cheese, but we love putting eggs in too!
Kristen Usrey says
I have never thought about putting caramelized onions in mac and cheese. What I really love is that you included vegetarian options.
Holly Bird says
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!
You are so kind Holly. Thank you
Sure wish I wasn’t on a low carb diet. This looks
Try it with cauliflower instead - I have done that with other mac n cheese recipes.
This macaroni and cheese sounds awesome! The caramelized onions and bacon take it to the next level, I'm sure!
Next level and beyond...
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!
Homemade mac n cheese is worth every second of prep and waiting for it to cook... comfort food heaven.
What a delicious looking meal! Going to make it soon!
Love a good Mac and cheese recipe! Thanks for the option s!
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!)
In my house it is white or orange cheese - the fancy names will be said some day.
Katherine Wolfe says
Thanks to you....no more kiddie powdery-orange Kraft mac and cheese in this house!
You are welcome - this is the bomb and that "powder" will not be missed!
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.
Sorry, Eva for making you more hungry but I am glad you pinned it for later.
Candy K. says
My husband refuses to eat any mac and cheese that is not made with powder. Maybe this will change his mind. Thank you!
Oh, that is classic. Let him know kids love this version and he can too - haha!
Thanks so much for this - looks delicious and I can't wait to try it!
Such great tips to make this awesome comfort food - Mac and cheese!
Yummy! Love a good mac n cheese recipe!
This looks great! I love making homemade mac and cheese!
Me too, there is nothing like it.
Katie Green says
I love macaroni and cheese! You gave good tips to make the best.
This looks so good. I pinned it so I can make it another day. Thank you for sharing.
Thanks for pinning!
looks amazing. i'm a big fan of mac and cheese... and bacon so... this is happening...
I cant wait to try out the vegetarian option!
My grandchildren would love this to eat.
Bacon makes everything better 🙂
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.
Totally - I forgot about Baco's!
Christy Boston says
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!
Very tasty looking! We are going to try this! Thank you for sharing.
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!
Christina Furnival says
Looks so good! Love how you considered vegetarians in terms of the cheese to use while omitting the bacon!
Anindya Sundar Basu says
I love Macaroni and will definitely try this at home
Dawnmarie @ EnjoyingtheDays says
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.
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 🙂
This looks so good! I don't like bacon, so I'd prob leave that out!
I include info on if you want the smoky taste without the bacon - you will maybe like that version
Haley Kelley says
This looks like the best thing ever!
I couldn't have said it better myself!
F&F: Ammi's Kitchen says
Love the idea of using carmelized onions!
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.
Oh, this is comfort food AT ITS BEST! This looks so scrumptious, my mouth was literally watering while I was reading the post.
Miz Helen says
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!
Thank you so much Miz Helen - I love your site and honored to be featured!
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.
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?
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.
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.
Any way this can be done in slow cooker??
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.