Loaded Mac and Cheese Recipe

Prep Time:

20 mins

Cook Time:

1 hr 45 mins

Total Time:

2 hrs 5 mins

Servings:

12

Jump to Nutrition Facts

I’ve been making a version of this basic mac and cheese for years, but I recently had the brilliant idea of upgrading my go-to recipe by incorporating crispy bacon along with onions that have been caramelized to perfection in the bacon fat. Sure, it adds a few extra steps to an otherwise simple recipe, but the depth of flavor it brings to the table cannot be overstated. The crisp bacon adds a pleasant saltiness and pop of texture you didn’t know your mac needed. Plus, the caramelized onions break up some of the richness of the cheese sauce by bringing a mix of sweetness and umami flavor. While it may seem over the top to caramelize the onions directly in rendered bacon fat, more is more here. Plus, just think: You’ll be eliminating food waste while maximizing flavor.

Think of this dish as classic mac and cheese meets French onion soup. What could be bad about that partnership? Don’t skip out on the scallions–all this decadence needs a little hit of green to keep the flavors well-balanced.

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Ingredients

4 slices thick-cut bacon, cut into ¼-inch thick pieces
4 small yellow onions, cut into half moons
kosher salt, to taste
16 oz macaroni, or pasta of choice
6 tablespoons butter, divided, plus more for the pan
1/4 cup all-purpose flour
5 cups whole milk, warmed
1 tablespoon Dijon mustard
1 teaspoon hot sauce (such as Frank’s® RedHot Original Hot Sauce)
1 pinch ground nutmeg
freshly ground black pepper, to taste
2 1/2 cups freshly shredded sharp Cheddar cheese
6 ounces Gruyere cheese, grated
1 bunch scallions, green tops only, thinly sliced
1 cup panko breadcrumbs
flaky salt, to finish

Directions

Step 1
Gather the ingredients.

A bunch of bowls filled with various ingredients, including bacon and cheese. — Allrecipes / Sara Haas

Step 2
Place bacon in a large deep Dutch oven skillet and cook over medium-high heat, turning occasionally, until evenly browned, about 10 minutes. Remove bacon with a slotted spoon and set aside.

A Dutch oven filled with rendered bacon. — Allrecipes / Sara Haas

Step 3
Add onions and a generous pinch of kosher salt to the rendered fat. Allow to cook over medium-low heat, stirring often, until onions are deeply caramelized, about 40 minutes. As onions cook, you may need to add water ¼ cup at a time, to keep the onions from burning. After 40 minutes, the onions should be deeply browned and jammy in consistency. Once the onions have reached the desired color and consistency, remove from heat and set aside.

A bunch of jammy, caramelized onion sitting in a Dutch oven. — Allrecipes / Sara Haas

Step 4
Meanwhile, about 20 minutes after the start of cooking time for the onions, bring a large pot of generously salted water to a boil. Add pasta and cook for 5 minutes. Drain and return pasta to the pot.

Step 5
Preheat the oven to 350 degrees F (175 degrees C). Grease a 9x13-inch baking dish with butter.

Step 6
Melt 4 tablespoons butter in a deep skillet over low heat. Add flour and cook until flour turns golden brown and smells nutty, about 2 minutes. Slowly add milk, a little at a time, while whisking constantly. Once all the milk has been incorporated, increase heat to medium and cook, stirring constantly, until sauce has thickened and can coat the back of a spoon, 10 to 12 minutes.

A pot filled with white liquid next to bowls of cheese. — Allrecipes / Sara Haas

Step 7
Remove sauce from heat and stir in mustard, hot sauce, nutmeg, a pinch of salt, Cheddar cheese, and gruyere cheese. Whisk until cheese is fully melted.

A pot filled with white liquid and shredded cheddar cheese. — Allrecipes / Sara Haas

Step 8
Add cheese sauce, reserved bacon, caramelized onions, and scallions to pasta. Fold in with a rubber spatula until everything is well incorporated. Season with salt and pepper. Transfer pasta to the prepared baking dish.

A white 9x13 tray filled with mac and cheese. — Allrecipes / Sara Haas

Step 9
Melt the remaining 2 tablespoons of butter in a small skillet over medium heat. Once melted, add Panko breadcrumbs and cook until toasted and golden brown, 3 to 4 minutes. Top mac and cheese with toasted breadcrumbs.

A tray of mac and cheese being topped with toasted panko crumbs. — Allrecipes / Sara Haas

Step 10
Bake in the preheated oven until cheese has melted and top is lightly browned, about 30 minutes.

Step 11
Turn on the broiler and broil on high until the top is bubbly and brown, 1 to 2 minutes.

Step 12
Remove from the oven and let cool slightly. Finish with a pinch of flaky salt and black pepper and serve warm.

A 9x13 pan of mac and cheese on a white marble background. — Allrecipes / Sara Haas

Nutrition Facts (per serving)

499	Calories
32g	Fat
28g	Carbs
24g	Protein

Nutrition Facts
Servings Per Recipe 12
Calories 499
% Daily Value *
Total Fat 32g	41%
Saturated Fat 18g	90%
Cholesterol 92mg	31%
Sodium 738mg	32%
Total Carbohydrate 28g	10%
Dietary Fiber 2g	6%
Total Sugars 7g
Protein 24g	49%
Vitamin C 1mg	2%
Calcium 623mg	48%
Iron 1mg	7%
Potassium 284mg	6%

* Percent Daily Values are based on a 2,000 calorie diet. Your daily values may be higher or lower depending on your calorie needs.

** Nutrient information is not available for all ingredients. Amount is based on available nutrient data.

(-) Information is not currently available for this nutrient. If you are following a medically restrictive diet, please consult your doctor or registered dietitian before preparing this recipe for personal consumption.

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