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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