This is the Best Mac & Cheese I’ve ever made – it’s creamy and rich, using shell pasta, mascarpone, sharp cheddar cheese, Parmesan cheese, and pancetta.

This is the Best Mac & Cheese I've ever made - it's creamy and rich, using shell pasta, mascarpone, sharp cheddar cheese, Parmesan cheese, and pancetta.

I love macaroni and cheese, and I could probably eat it for most meals if it wouldn’t make me gain a couple dress sizes. I can’t help it though! Creamy, cheesy goodness encasing little bites of perfectly cooked pasta – that is, when it’s done right. So often, the simple dish of macaroni and cheese can go so, so wrong.

For me, creaminess rules. When I make homemade mac and cheese, I want good, smooth cheesy sauce that melts in your mouth. I like to use small amounts of butter, because mac and cheese should not be greasy! It’s simply unacceptable. Breadcrumbs: if you’re going to do them, do them right. They should be toasty, preferably panko, golden brown and just there to add the little extra crunch. Yum!

Last but not least: the noodle. Surprisingly, I’m not the biggest fan of the macaroni noodle. They’re too long and skinny – the cheese never gets all up in the crevices, which makes me turn to shells. Medium or large are the ideal size, and I usually go with medium. The indentations on the shell allow for the perfect coat on the outer shell, while the inside mops up all the delicious cheesy gooeyness. Heaven. Exactly how macaroni and cheese should be.

This is the Best Mac & Cheese I've ever made - it's creamy and rich, using shell pasta, mascarpone, sharp cheddar cheese, Parmesan cheese, and pancetta.

Because I’m a true believer in mac and cheese, I’m in favor of the go big or go home policy. Mac and cheese is not an everyday occurrence (I wish!), so that means when I do make it, I don’t do any of that low-fat, low-calorie business. This is the real deal. You could substitute a lower-fat milk, but you’d lose a bit of creaminess. Your call. To date, this is the best mac and cheese I’ve ever tasted, in or out of a restaurant. I’ve had some of the best too…including Oprah’s favorite at Beecher’s in Seattle.

For me, it doesn’t compare the this deliciousness. If you like mac and cheese (and who doesn’t?!), try this one out when you need something that’s a little more gourmet than the classic Kraft out of the box. Oh, and this recipe can be easily halved and made in an 8×8 or 9×9 pan.

clock clock iconcutlery cutlery iconflag flag iconfolder folder iconinstagram instagram iconpinterest pinterest iconfacebook facebook iconprint print iconsquares squares iconheart heart iconheart solid heart solid icon

The Best Mac & Cheese

  • Author: Rachel Conners
  • Prep Time: 30 minutes
  • Cook Time: 30 minutes
  • Total Time: 60 minutes


  • 6 tablespoons unsalted butter, divided
  • 3 slices bacon, diced (or 10 thin slices pancetta)
  • 1 cup yellow onion, finely chopped
  • 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, shaved
  • 4 ounces Mascarpone (or cream cheese)
  • ¾ cup panko (Japanese breadcrumbs)
  • ½ cup fresh parsley, finely chopped
  • 1 pound medium or large shells
  • Salt & pepper to taste


  1. Preheat oven to 375F. Lighly butter a 13x9x2 inch glass baking dish or similarly sized gratin dish. Bring a pot of water to a boil to cook the pasta.
  2. Melt 1 tablespoon of butter in large deep skillet over medium-high heat. Add bacon or pancetta 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 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.
  3. 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.
  4. Cook pasta in large pot of boiling water until very al dente – follow the package instructions for time. 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. Enjoy!

Keywords: pasta, cheese, mac n cheese, macaroni, savory, dinner, entree


Share This: