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Baked macaroni and cheese in a red casserole dish next to a serving spoon

Baked Macaroni and Cheese

Incredibly decadent baked macaroni and cheese made with three cheeses and bacon. Take your baked mac and cheese to the next level!

Course Breakfast, Brunch, Main Dish
Cuisine American, American Southern
Keyword bacon, casserole, cheese, pasta
Prep Time 30 minutes
Cook Time 30 minutes
Resting Time 15 minutes
Total Time 1 hour 15 minutes
Servings 8
Calories 1149 kcal
Author Belinda Smith-Sullivan


  • 1 pound cavatappi or elbow pasta
  • 6 tablespoons unsalted butter divided
  • 4 cups whole milk
  • 1 large clove garlic smashed
  • 1/2 teaspoon dried thyme
  • 1 bay leaf
  • 1/2 onion studded with 1 whole clove
  • 1 teaspoon dry mustard
  • 1 pound thick-sliced bacon cut crosswise into 1⁄2-inch pieces
  • 1 jalapeño pepper seeded and small diced
  • 1 red bell pepper seeded and diced
  • 6 tablespoons all-purpose flour
  • Kosher salt to taste
  • White pepper to taste
  • Pinch freshly grated nutmeg
  • 3 cups grated sharp cheddar cheese
  • 3 cups grated aged Gouda cheese
  • 1 tablespoon chopped basil divided
  • 1/2 cup Parmesan cheese
  • 1/4 cup breadcrumbs


  1. Preheat oven to 375 degrees F. In a large pot of salted water, cook pasta until al dente, 5–7 minutes. Drain and toss with 2 tablespoons butter. Set aside.
  2. In a large saucepan, add milk, garlic, thyme, bay leaf, onion with clove, and mustard. Warm over medium-low heat until milk starts to steam, about 10 minutes. Remove from heat, set aside, and let the flavors infuse.
  3. To a medium skillet over medium heat, cook bacon until crispy. Remove with a slotted spoon and drain on a paper towel-lined plate. Sauté jalapeño and bell pepper until soft. Remove and transfer to another paper towel-lined plate.
  4. Strain the milk, discarding the solids. To a 10-inch ovenproof skillet over medium heat, add remaining butter and flour. Whisk for 3–4 minutes. Do not let brown.
  5. Whisk the milk into the roux to avoid lumps. Continue to cook, whisking constantly, until thickened, 3–4 minutes. Remove from heat and season with salt, white pepper, and nutmeg. Add the cheddar and Gouda and stir until melted then add the cooked pasta, peppers, half of the bacon, and half of the basil, stirring to thoroughly combine. You can bake this in the skillet, or transfer mixture to a casserole dish.
  6. In a small bowl, combine Parmesan, breadcrumbs, and remaining basil and sprinkle over the top along with remaining bacon. Bake for 25–30 minutes until golden brown and bubbly. Let rest 15 minutes before serving.
Nutrition Facts
Baked Macaroni and Cheese
Amount Per Serving
Calories 1149 Calories from Fat 684
% Daily Value*
Fat 76g117%
Saturated Fat 41g256%
Trans Fat 1g
Cholesterol 222mg74%
Sodium 1547mg67%
Potassium 614mg18%
Carbohydrates 60g20%
Fiber 3g13%
Sugar 11g12%
Protein 55g110%
Vitamin A 1936IU39%
Vitamin C 22mg27%
Calcium 1164mg116%
Iron 2mg11%
* Percent Daily Values are based on a 2000 calorie diet.