Scoop of bacon mac and cheese

Grown Up Mac And Cheese (With Bacon)

February 14, 2020 by Michelle

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This bacon mac and cheese has been a family favorite for years. Some links in this post are affiliate links that earn me a commission if you purchase through them.

Kid friendly homemade mac and cheese

Growing up, I ate my mac and cheese from a box. Didn’t we all?

I didn’t even know you could make homemade mac and cheese, but that’s a different story. Once I discovered the joys of making it from scratch, however, I never went back.

The flavor is so much better, and I love how I can customize it to whoever I’m feeding.

This bacon mac and cheese is my “grown up” mac and cheese, and my family adores it. It has not only bacon, but tomato, too, which adds a tiny bit of sweetness and really rounds out the dish. (And yes, if you hate tomatoes, you can leave them out.)

Couple it with the fact that it’s super simple to make the cheese sauce and then bake it for creamy mac and cheese perfection, and this is one of those comfort food dishes I always dream about in the back of my mind.

Fresh baked mac and cheese

What cheese should I use?

Whenever I can, I mix up my cheeses to give a more complex flavor. Cheddar is always in the mix, and gruyere is another perennial favorite.

I like to add strongly flavored cheese that melt well. That means asiago ends up in there sometimes. A manchego works great, as does a smoked gouda or fontina.

You could even go with Brie or cream cheese to make it extra creamy. Those shouldn’t be more than a quarter of the cheese by total weight, however.

Regardless of what cheese you choose, you want to include one pound of cheese in this recipe. I recommend half cheddar (the stronger the better), and have fun deciding what to use for the other half.

If you get stuck, go with all cheddar, as that tastes just dandy on its own.

Bowl of bacon mac and cheese

What tomatoes should I use?

The tomato really adds a lot of this dish, and I like to use fresh roma tomatoes in it. However, you can use canned diced or whole tomatoes if you prefer.

If you use canned tomatoes, make sure you purchase a good quality version. You will taste these, so you want delicious tomatoes rather than cheap ones.

For diced tomatoes, use a whole 14.5 ounce can. Drain it with a strainer right away and keep straining it until you’re ready to add it to the mac and cheese.

If you use whole tomatoes, choose three or four and cut them in half then seed them. From there, dice the tomatoes and set them aside until you add them.

For fresh roma tomatoes, cut them in half and seed them. You don’t want any “extra” seeds or liquid in your mac and cheese regardless of what kind of tomatoes you choose to use. Dice them, just like any of the other tomatoes.

Do I have to bake my mac and cheese?

Technically, you could skip the baking step with this recipe, but if you do so, don’t add the breadcrumb topping either. It makes for a very “wet” mac and cheese, and I like mine a little more done.

For this, I usually bake it for 20 minutes, which gets the breadcrumbs nice and crispy and firms up the rest of the dish while still giving me a creamy mac and cheese.

However, if you want it more creamy, just bake it for a little less. Go for 10 minutes or 15 minutes instead of the full 20, and it will work just fine.

Delicious grown up mac and cheese

Why use bacon grease?

Personally, I love the extra smoky flavor of bacon no matter where I can get it. I use the bacon grease to make the cheese sauce partially because I just made bacon in the same pot and have it right there.

If you prefer, you can empty all of it and use butter in place of the bacon grease. Note that when I make this, I empty all the bacon grease then measure three tablespoons back into the pot to use. One pound of bacon provides way more than what you need.

It may sound counterintuitive to cook with grease, but that’s pretty much what butter is. In fact, bacon grease has slightly less cholesterol than the same about of butter. 

The calories and fat are fairly comparable, especially when you realize that you’re using three tablespoons in a dish that easily makes 12 servings, so you have less than a teaspoon per serving.

What if I don’t have panko crumbs?

Panko crumbs are the perfect breadcrumb topping, but if you don’t have any, there are alternatives.

Regular breadcrumbs can work, but I don’t like them as much. Instead, use Ritz crackers and break them up into crumbs. Their buttery taste and texture works, as well.

In a pinch, you can also use croutons and smash them into crumbs to make the breadcrumb topping for this bacon mac and cheese.

How to make bacon mac and cheese

Are you a visual learner? Check out the video tutorial to make it even easier.


Prep your tomatoes, whichever kind you choose. Grease a two quart casserole dish with butter, then add panko crumbs and turn it to coat. Dump out any panko that doesn’t stick and save it for the topping.

Chop your uncooked bacon into matchsticks and add them to a large pot. Turn the heat to medium high and cook until crispy, stirring periodically.

Cook bacon matchsticks

This is when I start my pasta. Boil the water while the bacon cooks, and add the elbow macaroni once it boils. 

Cook the pasta until it’s al dente. You want it slightly chewy so that it isn’t mushy after it absorbs the cheese sauce later.

Drain the pasta once it finishes cooking, and set it aside. Do not rinse it.

Preheat your oven to 325 degrees.

Remove the bacon and set it on a paper towel to drain. Drain the bacon grease from the pot and measure three tablespoons to return to the pot.

Add flour to the bacon grease (or butter) and whisk to combine. Cook on medium heat for three minutes.

Slowly add the milk while whisking to prevent any clumps. Add pepper, salt, and nutmeg.

Let the milk heat for five or so minutes, whisking periodically. Do not let it boil, however.

While the milk thickens, shred your cheeses. If you use brie or cream cheese, cut it into small chunks.

Pro tip: To make your cheese shred more easily, pop it into the freezer for 10 minutes before you shred it. It will be slightly firmer and shred more readily.

Turn off the heat, and add the shredded cheese, a handful at a time. Whisk it until it melts before you add more, which prevents lumps and chunks of cheese.

Keep adding the cheese in handfuls until it’s gone. For me, this is usually five or so additions.

Once the cheese sauce is ready, add the macaroni to the cheese sauce and stir. Add the bacon and tomatoes, and stir again.

Pour the whole bacon mac and cheese mixture into your prepped casserole pan, and smooth the top.

In a small bowl, add a half cup of panko crumbs and the olive oil. Use your (clean) hands to mix this together, then sprinkle it atop your macaroni and cheese.

Mac and cheese ready to bake

Bake at 325 degrees, uncovered, for 20 minutes. The breadcrumbs will be lightly browned and crispy, and the cheese bubbling.

Serve immediately, being careful not to burn your mouth! Store leftovers in a tightly sealed container, as these keep well for leftovers for two days.

Creamy mac and cheese

What’s your favorite addition to bacon mac and cheese?

Looking for more great comfort food ideas? These are some of my favorites:

Grown Up Mac And Cheese (With Bacon)

Grown Up Mac And Cheese (With Bacon)

Yield: 2 quarts
Prep Time: 10 minutes
Cook Time: 20 minutes
Bake Time: 20 minutes
Total Time: 50 minutes

This delicious and creamy mac and cheese is a perfect comfort food dish. It has grown up flavors, but kids love it, too. Serve it as a main dish with a salad or as a side.


  • 4 roma tomatoes
  • 1 lb bacon
  • 3 T flour
  • 4 c milk
  • 1 t pepper
  • 3/4 t salt
  • 1/4 t nutmeg
  • 1/2 lb cheddar cheese
  • 1/2 lb gruyere
  • 1 lb elbow macaroni


  1. Prep tomatoes, removing seeds, dicing, and draining. Set aside.
  2. Grease 2 quart casserole with butter, then coat with panko.
  3. Chop bacon into matchsticks and add to a large pot. Cook on medium until crispy.
  4. Cook macaroni to al dente, and drain. Set aside.
  5. Preheat your oven to 325 degrees.
  6. Remove cooked bacon and drain.
  7. Empty pot of bacon grease and add 3 tablespoons of grease back to pot. Add flour and whisk, cooking over medium heat 2-3 minutes.
  8. Slowly add the milk while whisking. Add pepper, salt, and nutmeg, then cook for 5 minutes.
  9. Shred cheeses.
  10. After 5 minutes, remove milk from heat and add cheese in handfuls, whisking between each addition until melted.
  11. Add macaroni to cheese sauce and stir. Add bacon and tomatoes, and stir again.
  12. Pour into prepped casserole.
  13. In a small bowl, add 1/2 cup panko crumbs and olive oil. Mix together, then sprinkle atop macaroni and cheese.
  14. Bake at 325 degrees, uncovered, for 20 minutes.
  15. Serve immediately.


  • If you prefer, use butter in place of bacon grease to start the cheese sauce.
  • Instead of gruyere, feel free to swap out your cheeses for more cheddar, manchego, cut up brie, or your other favorite cheese.
  • If you don't like tomatoes, you can leave them out.
  • If you don't have roma tomatoes, you can use canned diced or whole tomatoes. Just be sure to seed and drain them well.

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Nutrition Information:
Yield: 12 Serving Size: 1
Amount Per Serving: Calories: 444Total Fat: 28gSaturated Fat: 13gTrans Fat: 0gUnsaturated Fat: 13gCholesterol: 83mgSodium: 1084mgCarbohydrates: 19gFiber: 1gSugar: 1gProtein: 28g
This site uses an outside source to provide nutrition. If you need exact details, please calculate yourself.
Baked bacon mac and cheese

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