Macaroni n Cheese / or How I Stopped Worrying and Learned to Love Cheese

And bacon.
And butter.
And milk.

macaroni and cheese

But only sometimes. This is certainly one of those occasional meals, when something special is happening.

And it was a special occasion, because Chelsea came to visit.

Chelsea on the Jetty
Chelsea and I went to college together. We’ve been friends since Freshman year; we actually lived on the same hall together (Main 4South represent!). And we still like each other!

In fact, I like Chelsea so much, I made one of her favorite dishes – macaroni and cheese. With bacon. And onions. And three kinds of cheeses.

Pre-Baked Macaroni and Cheese

You pretty much should wish you were Chelsea. We ate, I would say, about two pounds of mac and cheese within two days. That’s kind of gross.

Only not. It was delicious.

This is the kind of dish where you turn off the little voice in your head that tells you, “Really, bikini season is just around the corner.” The one that tells you it’s really excessive to you cheddar, gruyere, AND asiago. And bacon.

Bacon Frying

Tell it to shut the eff up.

You’re not going to do this everyday, but you’re going to do it sometimes because let’s face it, food makes life extra yummy.

Macaroni and Cheese Crispy Top

So with this recipe, I quieted the New Year’s nagging voice in my head. I embraced the fact that sometimes, I’m gonna eat like crap. And I enjoyed every bite.

So stop worrying.
Love cheese.

And be glad you’re not a bird this week.

Macaroni and Cheese Served Up


Chelsea’s Mac n’ Cheese
Serves 6-8
(Or two really hungry women for two days.)


1 lb. pasta
I used shells, elbows or ziti or any other smallish pasta will work fine. Hell, bake this up with spaghetti and it will be fantastic.
19 oz. Cheese
Weird number, I know, but that should tell you it’s a flexible one. Aim for about a pound and you should be set. Here’s what I had:
1/2 lb. Gruyere – shredded and divided
6 oz. Mild White Cheddar – shredded
5 oz. Asiago – shredded
You can go for all cheddar, cheddar and mozzarella, add mozzarella into this mix and cut out some of the gruyere – you get the picture. There’s a lot of room for mobility here. Go with what you like.
1 lb. bacon – diced
I only used ten strips, and I regret not using the whole pound. The whole pound is definitely where it’s at. It sounds like a lot, but once it cooks up and  you drain all that grease, you really aren’t left with that much bacon.
1 Yellow Onion – Diced
Mixing some slow cooked onions into the mac and cheese adds a wonderful flavor layer and doesn’t stick out texturally.
3-4 Tbs Butter
Or more. This one is kind of on you, I could have easily thrown a whole stick of butter into the sauce, but I figured I wouldn’t be that ridiculous.
3 Cups Milk
You can’t really get around this, you need it.
2 Tbs. Flour
This thickens the sauce. If you want to leave it out, you can, it will effect the thickness of the sauce and not the flavor.
Garlic Powder – To Taste
Panko Bread Crumbs – enough to cover the top of your dish

  • Bring a large pot of salted water to a boil.
  • Preheat the oven to 350°F.
  • When the water is boiling, add the pasta. Cook for about three minutes – until the pasta just begins to cook. Drain, rinse with cold water, toss with a little bit of olive oil, and set aside.
  • Meanwhile, in a cold frying pan, begin to cook the bacon over medium-high heat. Fry until crisp and transfer to a paper towel lined plate. Cover with another piece of paper towel.
  • Drain most of the bacon grease, leaving about 1 Tbs in the pan.
  • Add the onions and a little bit of salt.
  • Cook over medium-low heat for about 15 minutes until onions are a deep, golden color. Transfer to a bowl and set aside.
  • In a large sauce pan, melt the butter with a generous amount of garlic powder.
  • When the milk is hot, add your cheese, one at a time – cheddar, half the gruyere, asiago – whisking until each is thoroughly incorporated.
  • Whisk in flour and raise heat to high. Continue whisking until the mixture is boiling and then drop to low heat. Whisk occasionally while you do the next step.
  • Combine the pasta, onions, and 3/4 of the bacon in a large bowl.
  • Add the bechamel sauce and mix thoroughly.
  • Pour into your baking dish.
  • Top with a generous helping of Panko crumbs and the remaining bacon.
  • Sprinkle the other half of the shredded gruyere on top.
  • Cover loosely with aluminum foil.
  • Cook for half an hour – you should see the cheese bubbling on the side of your baking dish if you’re using a glass dish.
  • Uncover and broil for ten minutes at 400°F or until the top layer of cheese is brown and crispy.
  • Remove from oven and serve.

Baked Macaroni and Cheese


10 responses to “Macaroni n Cheese / or How I Stopped Worrying and Learned to Love Cheese

  1. TOTALLY have had the homemade Mac ‘n Cheese craving for a few days now…TOTALLY making this recipe once I get to the grocery store. (Which might not be for a couple of days thanks to the impending blizzard of doom.)

    • It’s sooooo good…. I wish I had some for the snowed in state, that would be awesome. But I have a mushroom stew that I made last night (that’s going to be up here soon) and a couple of little steaks, so I should be OK.

  2. OMG, crusty, molten, cheesy goodness..with bacon, exactly how I like my mac and cheese! There goes one New Year’s Resolution – I definitely won’t be eating healthier in 2011, not with all my food blog surfing and entries like yours! LOL

  3. That is one of the most beautiful things I’ve ever seen. When’s the next special occasion? I’m drooling now after having finished my low fat pasta dinner.

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