This weekend a car full of my favorite ladies drove from New York to Chicago on a roadtrip. I wanted to make something delicious for them and I pretty quickly decided on Macaroni and Cheese. Mostly because, like me, my dear friend Tini can’t get enough cheese. She asks for extra cheese on everything and usually is upset because it still isn’t enough (lucky for her, she has the metabolism of a hummingbird). In honor of Tini and our mutual love of cheese, I decided to try to combine a few of our favorite things into one perfect dish of baked pasta.
I combined penne with a rich creamy sauce of sharp cheddar and Parmesan which was made even more delicious by the addition of bacon and red pepper flakes. The whole thing was topped with a buttery, crunchy layer of panko bread crumbs and extra cheese. It was perfect served with a simple herb salad, some blackberries in mint syrup and a cocktail of orange juice, proseco and Aperol. The pasta was a big hit and will definitely be a regular at our house. While this was one of the best things I have made in a while, food really does taste better when your friends are there to share it with you. (Come back, come back!)
One of the dangers of cooking good food and having my apartment full of my favorite people is that I can get distracted. I didn’t remember to photograph this until it was almost all gone. You can take that as a testament to this mac’s awesomeness. This is the only mac and cheese recipe you’ll ever need!
Mac + Cheese (Lottie + Doof Style)
- 6 tablespoons unsalted butter, divided
- 3 slices bacon, diced
- 1 cup of finely chopped yellow onion
- 1 teaspoon red pepper flakes (or less if you would like this with less spice)
- 2 small garlic cloves, minced
- 3 tablespoons all-purpose flour
- 3 cups whole milk
- 3 cups coarsely grated sharp cheddar cheese, divided
- 1 cup Parmesan cheese, grated
- 4 ounces Mascarpone or cream cheese
- 3/4 cup panko (Japanese Breadcrumbs)
- 1/2 cup chopped fresh parsley
- 1 pound Penne
Melt 1 tablespoon of butter in large deep skillet over medium-high heat. Add bacon and cook until crisp. Use a slotted spoon to remove bacon to paper towels to drain. Remove all but about 3 tablespoons of fat from the pan. Add onion and saute until tender, about 5 minutes. Add red pepper flakes and garlic, stir for 1 minute. Stir in 2 tablespoons butter, allow to melt, and then add the flour and stir for a minute. Gradually whisk in 3 cups of milk; simmer until thick enough to coat a spoon, stirring frequently, about 5 minutes. Remove from heat and whisk in 2 1/4 cups of cheddar and all of the Parmesan cheese and marscapone. Return bacon to sauce and season with salt and pepper.
Melt 3 tablespoons butter in large nonstick skillet over medium heat. Add panko and stir until light golden brown, about 5 minutes. Remove from heat, stir in parsley.
Preheat oven to 375 F. Lighly butter a 13x9x2 inch glass baking dish or similarly sized gratin dish. Cook pasta in large pot of boiling water until very al dente. Drain well. Toss pasta and cheese sauce and season again with salt and pepper, if needed. Transfer mixture to prepared baking dish and top with remaining cheese and breadcrumbs. Bake until hot and topping is golden brown, about 30 minutes. Let sit for 5 minutes before serving.
maggie (p&c) says:
April 8th, 2009 at 9:54 am
Yum. This looks perfect. Love the half-eaten pictures, makes me feel like I can just dig in!!!
Kristin says:
April 8th, 2009 at 10:27 am
Gorgeous and delicious-sounding, Tim! And I think the mostly-eaten photos are wonderful.
Mara @ What's For Dinner? says:
April 8th, 2009 at 10:29 am
Bacon makes everything better :)
Sarah says:
April 8th, 2009 at 10:39 am
OMG. I might have to leave work early to go make this immediately.
Holly says:
April 8th, 2009 at 10:53 am
That looks so delicious. And I’m so hungry.
Sarah says:
April 8th, 2009 at 11:21 am
This looks SO good.
Patty says:
April 8th, 2009 at 11:34 am
Bacon and red pepper flakes… and cheese… YUM!!!
Hayley says:
April 8th, 2009 at 12:23 pm
Sounds like you had a wonderful visit. I love the addition of panko on top. So clever. Thanks for sharing!
Phoo-D says:
April 8th, 2009 at 2:18 pm
I’ve been looking for a winning Mac and Cheese recipe. This looks terrific Tim! Thanks for sharing and it looks like there were no leftovers =).
carolyn says:
April 8th, 2009 at 3:33 pm
here’s what not to do: eat last night’s leftover spaghetti and meatballs while reading this post. it makes me feel so unfulfilled! so much so that i might have to make this tomorrow.
The Duo Dishes says:
April 8th, 2009 at 5:10 pm
This is on our Easter menu!!! Mac and cheese is like a bandaid. Makes you feel so much better no matter what.
Amelia says:
April 8th, 2009 at 5:32 pm
yum! This looks delicious and has now become the top dish for my girls pasta dinner next week. Hooray for mac and cheese!
Whitney says:
April 8th, 2009 at 8:46 pm
That looks fantastic. I ate dinner an hour ago but that is making my mouth water.
Natalie says:
April 8th, 2009 at 9:09 pm
hugh claim to make with “best”, but i have to say the recipe looks good and the pics look awesome. you very well might be right. Awesome looking mac and cheese.
Nurit - 1 family. friendly. food. says:
April 8th, 2009 at 9:29 pm
M&C is everyone’s favorite. A little bacon never hurts either ;-).
But what gorgeous photos of it!!!!
Joe Randazzo says:
April 8th, 2009 at 11:27 pm
I just randomly ran by your site and wow…gorgeous. I’m looking forward to going through your archives. Such a great find for a great wine/blogging evening.
-j
rachel says:
April 9th, 2009 at 1:17 am
There are a lot of food blogs that have pretty pictures of food, but most of the time I wouldn’t eat what that make. You have consistently good food on your blog. you’ve inspired me to want to cook like this all the time.
Tim says:
April 9th, 2009 at 6:46 am
Welcome, Joe!
And thanks to all! This really was so good, let me know if you try it.
unconfidentialcook.com says:
April 9th, 2009 at 11:58 am
Bacon…of course. My family will lovelovelove this!
Cathy - wheresmydamnanswer says:
April 9th, 2009 at 5:15 pm
DAMN that looks so yummy – Comfort food at its finest!!
Kevin says:
April 9th, 2009 at 6:15 pm
That mac and cheese looks so good!
amy says:
April 10th, 2009 at 8:37 am
i feel like some right now!:)
sarah's sis says:
April 13th, 2009 at 7:26 pm
your mac and cheese is beyond. it’s beyond! thanks for sharing the recipe!
Tim says:
April 13th, 2009 at 9:36 pm
Aw, Liz, I am so glad you liked it! You’re beyond.
Anna says:
April 22nd, 2009 at 11:46 am
I made this last night and…wow! For my gluten sensitive tummy I substituted GF pasta and GF flour and it worked great! Now I need to figure out who to invite over for leftovers.
Tim says:
April 23rd, 2009 at 9:28 pm
Anna: Great! Good to hear that it worked well gluten-free!
KYC says:
May 25th, 2009 at 6:12 pm
Cannot use the bacon! Will the recipe turn out as good if I just skip it or do you have any non-bacon (nor meat) suggestion?
carolyn says:
May 26th, 2009 at 3:59 pm
wow… i made this two nights ago (just for myself) and pretty much don’t want to stop eating it. i don’t understand why it’s so much creamier than other recipes i’ve tried, because the method is very similar… i think it must be that little bit of cream cheese… it makes it SO soft and amazing! love love love it. thanks for sharing!
Tim says:
May 27th, 2009 at 8:07 pm
KYC: Sure, you can leave the bacon out. Obviously it won’t have the same flavor but will still be good. Make sure you’re using really flavorful cheeses and replace the fat with butter.
Azusa says:
June 29th, 2009 at 1:41 pm
I’ve had this bookmarked for a while and I finally made this for a picnic over the weekend. It was a mega hit! I used honey panko, but didn’t cook it on the stove long enough (I thought it was going to brown more in the oven, but it didn’t). Mine didn’t look as beautiful as yours, but still tasted amazing. Thanks for sharing this recipe!
Tim says:
June 30th, 2009 at 3:10 pm
So glad you liked it! Seems like a good choice for a picnic.
Cleopatradaily says:
July 22nd, 2009 at 8:27 pm
How many servings is this dish?
Sue says:
August 3rd, 2009 at 10:51 am
I made this recipe for the first time last week for my extended family on vacation. It was the most popular dish all week and many family members smelled the sauce cooking and were eating the mac & cheese before the dish even went into the oven. I doubled the recipe and we had a small amount leftover, which I caught my Aunt finishing up cold the next morning for breakfast. I ended up sharing the recipe with everyone there… Excellent recipe!!!
t says:
August 29th, 2009 at 6:57 am
This was fan-freaking-tastic.
ex-montrealer says:
September 16th, 2009 at 6:49 pm
Hi Tim,
I came across your website about a month ago. LOVE, love, love it! I’ve read practically everything so far, and I finally made the Mac&Cheese last night. This was my first go at your recipes, and what a hit it was! Didn’t have any “white” pasta or Penne…(I thought I had Penne in the house, but no such luck.) So I made this with whole wheat fusilli. It turned out better than Delish! Unfortunately, one of my 2 sons detests cheese–can you imagine?! I’m with Tini on that one!–but 3/4 of us devoured it. Next time, I’m going to splurge and make this with Gruyere instead of the extra-old cheddar. YUM!
I think your photos of the food are the best. I know some readers have called it “food porn.” I think you are a true photographic artist. Please don’t change a thing about your blog. I may be a “new fan,” but I’m just as hooked. Thanks!
Tim says:
September 17th, 2009 at 8:55 pm
ex-montrealer: thank you so much for this very kind message. i am glad you are enjoying the site! keep me posted on your kitchen experiments.
murry says:
October 2nd, 2009 at 10:44 pm
was absolutely delicious!
didn’t have whole milk so a substitution of heavy whipping cream and buttermilk was used instead. this is probably unhealthier (heavy cream) but the overall recipe is great! way better than any restaurant baked mac ‘n cheese i’ve had.
thank you, Tim!
jacifar says:
October 10th, 2009 at 11:28 am
made this for the second time for t-giving. such a delicious baked bit of amazingness. thanks for such thorough recipes, tim. you’re the only food blog for us.
mackenziejay says:
October 26th, 2009 at 11:17 am
visiting your site for the first time, already cant wait to try the mac and caramel cake…wow. looking forward to many more great posts!
Mijune says:
November 5th, 2009 at 12:34 pm
Oh my goodness that looks so good! I have an obsession with always trying the mac n’ cheese if I see it on the menu. I want to eat this one right now and it’s 10:30am.
Even the half eaten one looks delicious. Love your pictures!!
Kesha says:
November 10th, 2009 at 8:32 pm
finally got a chance to make this tonight, after waiting for 3 months to get everyone out of the house for much needed “practice cooking”. it’s in the oven right now although i’ve been taste testing throughout the cooking process. can’t wait for the top chessines to crust a bit.
ETA: mkay, just had some, and…OMG! amazing recipe :)
Tim says:
November 10th, 2009 at 10:52 pm
Yay, Kesha! I am so glad you like it!
Lindsay says:
November 17th, 2009 at 6:36 pm
Do you think you could make this the day before, up to the baking part? I would maybe bake and reheat it the next day, but I’m afraid I wouldn’t be able to resist sampling half of it.
Tim says:
November 17th, 2009 at 10:34 pm
Hi Lindsay, I have never tried making it the day before. I don’t think it will be as good, but maybe worth a try. Maybe someone else out there has tried this? Anyone?
Lindsay says:
November 19th, 2009 at 1:56 pm
I was too impatient to wait for an answer, so I tried making just the cheese sauce the night before. The next night, it was a bit solidified and had to be reheated in a saucepan with a little milk. Then I made the rest of the recipe. I don’t have anything to compare the final product to, but there were some major compliments from friends at dinner.
chris says:
December 12th, 2009 at 8:53 pm
we made this and it was amazing. i probably should not have eaten most of it myself, though…
Tim says:
December 12th, 2009 at 11:54 pm
no, chris, you probably shouldn’t have. but i am glad you liked it!
Michelle says:
December 18th, 2009 at 9:13 am
Made this last night at 10 pm, simply could not wait!!
It was Deeeeelish!!! :) Hopefully it will be good the next day as leftovers…I imagine it will..
I am new to this site and enjoying it very much so far, lots of interesting recipes that I cannot wait to try out :)
Tim says:
December 18th, 2009 at 9:18 am
Hi Michelle! Great, I am so glad you liked it. It will be good as leftovers too…
Gretta says:
January 23rd, 2010 at 1:18 pm
This is truly the best macaroni and cheese recipe. Make sure the cheddar is sharp as a knife! Tim, my dad, also Tim, loves this blog so much. He raves to me about every recipe he makes and he’s made a lot of them. We had this mac n’ cheese on xmas eve with all of your suggested trimmings and it was so lovely and comforting.
Gretta says:
January 23rd, 2010 at 1:22 pm
ps-isn’t it amazing that all of the people that comment on your posts have made your recipes? Think of us all collectively enjoying the same dish! All of them probably come out a little bit differently. I just like to imagine everyone’s interpretation of the dish on the same long feast table.
Tim says:
January 23rd, 2010 at 9:07 pm
Hi Gretta! Thanks so much for writing and I am glad you (and your dad) are enjoying the recipes. I think it is time that your dad takes the nest step and starts leaving comments. ; ) (Yes, I’m talking to you, Tim) It is amazing that we are all cooking the same recipes! I get a real thrill when friends cook something from the site and I can see their interpretations.
Shari says:
February 2nd, 2010 at 9:42 pm
Imagine — I’m 54 years old and just learning how to cook. I made this mac and cheese and shared with my ex-HomeEc teacher sister and she went gaga. It’s an elegant and delicious take on a comfort food from my childhood. I’m thinking that it would be a great dish to serve my extended family when I host them at my cabin in the woods in northern Wisconsin when they come for a weekend visit in the spring. Traditional enough to make everyone feel comfy but full of such wonderful flavors that I’m sure everyone will be asking for the recipe. Tks!!
Nikki says:
February 18th, 2010 at 9:47 am
Made this for a large dinner party and it was a huge hit! So comforting and filling. My godmother has already asked me to send her to recipe. Will most definitely make again :]
Tim says:
February 18th, 2010 at 9:48 am
Great, Nikki! I am so glad it was a success.
Laura says:
February 19th, 2010 at 3:55 pm
probably one of my favorites. Brought it to a pot luck and it was the first thing gone! LOVE it!
Tim says:
February 19th, 2010 at 4:04 pm
Woo Hoo! Mac & Cheese!
Laurel says:
February 28th, 2010 at 10:31 am
We just made this for a Mac&Cheese cookoff and we won!!! Thanks for the delicious recipe. It is a wonderful combination of sweet and savory.
Michelle says:
April 28th, 2010 at 11:50 pm
We made this for dinner tonight — Simply fantastic!!
Gaelyn says:
May 3rd, 2010 at 6:57 pm
how would you adjust this recipe to make without bacon? Im vegetarian, but this looks amazing…looks like measurements will be off if i just take out the bacon…seems ilke its counting on that fat?
Tim says:
May 3rd, 2010 at 7:01 pm
Hi Gaelyn, You just need to replace the bacon fat with 3 tablespoons of butter. It tastes great without the bacon too! When I am making it for vegetarian friends I also add some smoked salt to give it a little of the bacon flavor, but absolutely not necessary. Enjoy!
Gaelyn says:
May 5th, 2010 at 10:59 pm
Thanks Tim! I made this tonight for dinner and it was amazing. If there are any other vegetarians out there who are interested in making this, i highly recommend getting a good smoked cheddar and replacing a small amount of the sharp cheddar that the recipe calls for. It tastes just like bacon! Also, for a slightly less guilty version, I sauted the onions/garlic in a garlic olive oil instead of butter, used reduced fat milk instead of whole, and used a fat free cream cheese and it tasted just as rich and heavenly! Very very yummy.
Tracey says:
August 12th, 2010 at 8:05 am
I made this last night. Oh. My. God. We’re still talking about it this morning. Can’t wait for lunch. (can you believe there are leftovers?!?)
Tim says:
August 12th, 2010 at 8:51 am
Hi Tracey!
So glad you liked the mac & cheese, it is one of my favorite things!
jessica says:
August 28th, 2010 at 3:07 pm
I made this today, It was so yummi, Im vegetarian so I just left out the Bacon, but it was rly simple and didnt take long to make.
Thanks for the recipe!
Allison says:
September 4th, 2010 at 5:45 pm
I am setting my mac and cheese recipe aside to give this one a shot for our Labor Day BBQ tomorrow. I have never used cream cheese in my m&c, but can just imagine how amazing it will be! I will report back later!
Julie says:
November 16th, 2010 at 9:25 am
I can’t wait to make this! But do you think it’s ok to use fat-free skim milk?
Tim says:
November 16th, 2010 at 10:25 am
Hi Julie, The sauce will still work with skim milk, it just won’t be as good. If you wanted to cut down on fat I would use 2% or even 1% over fat-free. You can use lower fat cream cheese too.
Allison says:
November 27th, 2010 at 4:22 pm
So I am back with a review of this recipe 2 1/2 months later. This mac and cheese was a HUGE hit at my party. I doubled the recipe and baked it in one of the big tin turkey containers. It went fast and a lot of people were asking if there was anymore hidden somewhere….it was THAT GOOD! My friend Javier also told me that he does not like mac and cheese, but this changed his mind.
Thanks for such a great recipe!
chicagoskinpro says:
November 28th, 2010 at 11:32 am
We tried this recipe last night and it was a hit! By far THE most amazing mac n’ cheese recipe I have ever tried- hands down! I have now been trying to convince all my friends that this is THE IT Mac n’ cheese by sending them to your blog.
Thank you so much!
Tim says:
November 28th, 2010 at 12:32 pm
yay! glad to hear that the mac and cheese is working out for everyone. so glad you enjoyed it, thanks for letting me know.
Tai says:
December 13th, 2010 at 10:38 pm
Found your recipe on DailyCandy and I just made it last night for a potluck and it turned out amazing! Really delicious – the perfect balance of different flavors, and it was so pretty coming out of the oven. I will definitely keep making this – I just can’t go back to regular mac ‘n cheese now!
Tim says:
December 13th, 2010 at 10:41 pm
Thanks for letting me know, Tai! So glad you liked it.
Stephanie says:
December 19th, 2010 at 8:15 pm
I just made this tonight. It was wonderful! Another great recipe among many on your blog. Thank you so much!
Mia says:
January 7th, 2011 at 1:39 pm
This looks amazing! Have you ever tried adding crab meat to this? Any suggestions?
Tim says:
January 7th, 2011 at 2:17 pm
Hey Mia, I don’t really eat crab, so I don’t know. Maybe someone else will! Anyone?
Rachel says:
February 18th, 2011 at 2:56 pm
I make this quite frequently and just realized I haven’t left a comment yet! It’s so good – I’ve made it quite a few ways too and it’s never turned out anything short of perfect. Today, I used pancetta in place of the bacon, left out the onions (didn’t have any on hand) and used fat-free half & half in place of the milk – still perfect! This is truly my go-to mac and cheese recipe and it never fails to impress. Bravo, Tim! It’s so good and that’s from a true mac and cheese connoisseur! Haha, again, thanks for the more-than-fabulous recipe.
r says:
February 25th, 2011 at 9:14 pm
just had this for dinner tonight while it was all snowy and blustery out…perfect! thank!
EffingDelicious says:
March 16th, 2011 at 9:26 am
I made this for a family gathering recently and it almost *gasp!* upstaged my grandmother’s glorious Italian cooking. Controversial, haha, but it was a complete hit. Thanks for the genius recipe!
Tim says:
March 16th, 2011 at 9:49 am
Wow! That is a great compliment. Glad you liked the mac & cheese!
Kelly says:
April 6th, 2011 at 7:21 pm
I’ve made this a bunch of times and it’s always great but tonite I omitted the bacon and just added about a teaspoon of smoked paprika and it tastes almost the same. And definitely as delicious! For those times you want this to be a little “lighter”…
Kate says:
April 12th, 2011 at 3:36 am
It’s a cold night in Newcastle and I left work on time for the first time in a month! I poured a glass of red and made this dish… but I also added peas (‘cos I adore them) and some chevrette I had in the fridge. And sourdough breadcrumbs. And it was delicious!
Thank you! I am loving your site (Kristin put me onto you when I visited Chicago recently… I followed a few of your restaurant recommendations and I also happened upon The Purple Pig and we thought it was outrageously good!)
Pete says:
July 19th, 2011 at 3:28 am
My colleagues Sophia and Lisa are currently salivating having introduced the smell of this dish into the office. There’s no f’ing way I’m sharing either.
Alyson says:
September 19th, 2011 at 1:22 pm
Even though you posted this recipe a couple years ago, it’s no surprise you’re still getting rave comments! And here’s another one:
We made this last night, subbing 1/3 of the pasta for cauliflower, and it was amazing! My husband was only moderately excited about this recipe until I told him it was from the same blog as the *corn pesto* (!) and then he couldn’t wait. Boy, we weren’t disappointed. We made it with bacon but I try to eat vegetarian most of the time, so when we make this again, we’ll be using your tip of smoked salt. Thanks for another fabulous recipe!
Cara says:
October 9th, 2011 at 11:56 am
I made this for a Mac and Cheese cook-off last night organized by a friend. Out of 8, mine was the winner!!! Great recipe!!
Sarah says:
November 20th, 2011 at 10:43 pm
I made this tonight. Everyone raved, even my child who is extremely picky. It’s a wonderful recipe! Thank you so much.
Jill Mant says:
December 11th, 2011 at 11:30 am
Yuuummmm!! And that spoon…it keeps jumping off the page at me….I just want to eat off of it!
Jenn says:
January 5th, 2012 at 7:48 am
I made this last night and my husband literally chortled before exclaiming, “oh, honey!”. Thanks for a great recipe/blog.
Niki says:
March 18th, 2012 at 10:38 pm
I don’t know how I ended up on your blog… but I am so glad I did!! Great recipe!!
Natasha says:
June 3rd, 2012 at 1:10 pm
I am a TERRIBLE cook…but this dish is foolproof and absolutely fabulous!! I lost the blog site and had to scoure the web to find it again. Thank goodness! You’ve satisfied our craving, thanks a million!
Cristina says:
October 10th, 2012 at 11:23 am
I have to tell you, I think my search for macaroni and cheese recipes ends here. This dish manages comfort, balance, and sophistication; brilliant. I particularly love the combination of the three cheeses (Mascarpone, yes!), red pepper’s whisper of heat, and the airy crunch of panko. Delicious. Of course, lardons hurt nothing.
Mary Anne says:
November 6th, 2012 at 1:57 am
uggghhhh i have a fridge full of beautiful farmers market vegetables, but i only want this…. and rosti…
Kimberly says:
July 1st, 2014 at 6:16 pm
Made this yesterday and it was a big hit with my family. I did omit the red pepper flakes since we aren’t fans of spicy food and I used Gruyere cheese (my favorite). It. Was. Delicious! Thanks for a great recipe. Took a bit of time and effort to put together but it was totally worth it.
Sheerah says:
January 10th, 2015 at 12:18 am
I bookmarked this recipe ages ago and finally made it as part of a New Year’s Eve dinner with my family.
This was the best mac & cheese I’ve ever made. Ever. I LOVE mac & cheese, but for some reason I just never hit on The One recipe for mac & cheese that I knew would deliver flavor that was creamy, exciting, and classic but memorable.
I was worried that the bacon would overwhelm the flavor, but it heightened the richness of the cheese. (DON’T SKIP THE BACON.) Mixing the parmesan into the actual sauce was a great idea. Parsley made the whole thing attractive and fresh-looking. I used 2 oz of cream cheese instead of 4 oz of mascarpone, but next time I’m going to go all-out.
They say that using white cheddar doesn’t really affect the flavor, but I love an elegant white mac & cheese, and that’s what I made. Perfect with the penne.
Thank you, thank you, thank you for this recipe! I’m going to make it over and over.
Tim says:
January 12th, 2015 at 6:13 pm
Hi Sheera! So happy to hear this. Thanks for letting me know you tried it.
Amy says:
August 15th, 2015 at 12:02 pm
I just made this and it was incredible! So flavorful and gooey and a little freshness with the parsley. Thank you!!
Giselle A. says:
December 10th, 2016 at 10:50 am
I’ve been making this for about 4 years now!! It is my one + only! I make this recipe to the tee for my family and friends and coworkers every year. At home I usually make it for thanksgiving and Christmas. It has become known as Gigi’s famous mac + cheese. I love your entire blog and every recipe I’ve tried I’ve loved. Thank you!! :) much love