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Baked Pasta and Cheese with Bacon Breadcrumbs

When I was a kid, I would make macaroni and cheese by stirring unmeasured amounts of cheese, butter, and milk into hot, cooked macaroni noodles. The result was a sticky, gooey, and wholly satisfying dish. A girl I babysat loved it so much she decided — to her mom’s dismay — that she would not eat any other mac and cheese, period. Her mom wasn’t thrilled when I explained my method, which was hard for her to replicate.

Fast forward a few decades and I’m more refined in my approach to macaroni and cheese. In my adult years, I prefer a creamy sauce over a stretchy one. I also like the crunchy aspect of a topping. And I’m willing to use penne instead of macaroni if that’s what’s in the pantry. This baked pasta and cheese recipe combines both creamy and crunchy elements, and a dash of smokiness from the bacon.

Prepared baked pasta and cheese with bacon breadcrumbs.
©Blog Chef.

Baked pasta and cheese: What to expect

  • Taste: Expect cheddar forward with the smoky, richness of bacon. If you love a smoky flavor, opt for smoked cheddar cheese in lieu of medium cheddar. That’s the way I like this dish.
  • Texture: This dish has a blend of textures. The noodles are tender, the sauce is lush, and the breadcrumbs with bacon are crunchy.
  • Foolproof factor: The sauce can easily get lumpy if you don’t keep whisking. You can also burn the flour and butter if the flame is too hot. Avoid both problems by being patient and present while making the sauce.
  • Timing: You need about 45 minutes to make this recipe. The breakdown is 10 minutes of prep, 15 minutes to make the sauce, and 20 minutes to bake.    

Ingredients and how to use them

  • Pasta: You’ll need 8 oz of pasta, which you’ll cook according to the instructions on the box. Macaroni, penne, or rigatoni all work wonderfully.
  • Butter and white flour: 4 tablespoons of butter and 4 tablespoons of white flour combined are the starting point for your cheese sauce. You can use wheat flour instead, but it will give the sauce a grainier texture.
  • Salt and pepper: Salt and pepper goes into the sauce to enhance the flavors. You can eyeball this measurement if you know your salt and pepper preferences. If you don’t like to guess, add ½ teaspoon of salt and ¼ teaspoon pepper, then adjust to taste.   
  • Milk and cream: Once you melt the butter and whisk in flour, salt, and pepper, you’ll add 2 cups total of milk and cream. You can use as much as 1 cup of cream or use all milk. More cream will deliver a richer flavor. More milk will be healthier.
  • Bacon: You’ll fry 2 slices of bacon in a pan and crumble them once they cool. These get added into the breadcrumbs to form the topping for the dish.
  • Cheese: 2 cups of shredded cheese go into the white sauce. You can use medium cheddar, smoked cheddar, or sharp cheddar, depending on your preference. I like smoked cheddar since it goes well with the bacon.
  • Breadcrumbs: You need ½ cup of breadcrumb for the pasta’s topping.
  • More butter: 1 tablespoon of butter combined with 1 tablespoon of reserved bacon fat coats the breadcrumbs so they don’t dry out in the oven.

Equipment needed

  • Large pot for cooking the pasta
  • Medium skillet to cook the bacon
  • Medium saucepan to make the cheese sauce
  • Whisk to make the cheese sauce
  • Baking dish  

Tips for success

Prepared baked pasta and cheese with bacon breadcrumbs.
©Blog Chef.
  1. Don’t overlook the pasta. Cook the noodles until they are al dente, which means that they are still a bit firm in the center. They’ll soften more while cooking in the oven.
  2. Butter the inside of the baking dish before adding the pasta. This makes for easier cleanup.
  3. Be patient with the sauce. Keep the heat no hotter than medium and whisk constantly for a super creamy texture.  
Prepared baked pasta and cheese with bacon breadcrumbs just out of the oven.
©Blog Chef.

More cheese pasta recipes to try

If you like baked pasta and cheese, you might also want to try these:

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Prepared baked pasta and cheese with bacon breadcrumbs.

Baked Macaroni and Cheese with Bacon Breadcrumbs

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This is a fan favorite! Creamy macaroni and cheese topped with a smoky bacon and breadcrumb mixture that’s baked to perfection.

  • Total Time: 45 minutes
  • Yield: 4 servings 1x


Units Scale
  • 8 oz. elbow macaroni
  • 4 tablespoons butter
  • 4 tablespoons flour
  • 1 cup milk
  • 1 cup cream
  • 1/2 teaspoon salt
  • 1/4 teaspoon ground black pepper
  • 2 cups shredded cheddar cheese (medium, smoked, or sharp cheddar — your choice)
  • 1/2 cup breadcrumbs
  • 2 slices bacon


  1. Heat the oven to 400°F or 204°C. Prepare a baking dish by coating the inside with butter.
  2. Cook macaroni noodles to al dente according to package directions and drain. Set aside.
  3. Cook 2 slices of bacon on the stove top in a medium skillet until crispy. Remove slices to plate lined with paper towels to cool. Reserve 1 tablespoon of bacon fat. Once bacon slices have cooled, crumble them.
  4. Melt 1 tablespoon of butter and mix it with the 1/2 cup breadcrumbs in a small bowl. Add the crumbled bacon and reserved bacon fat. Set aside.
  5. Melt 4 tablespoons of butter in a large saucepan over medium heat. Add 4 tablespoons of flour, 1/2 teaspoon of salt, and 1/4 teaspoon ground black pepper. Whisk until the mixture is blended. It will be thick. Pour in 1/2 cup of milk while stirring. Once the mixture is smooth, add the remaining milk (1/2 cup) and 1 cup of cream, stirring constantly. Bring to a very gently boil and let simmer for 2 minutes while stirring. Reduce heat and continue simmering and stirring for 10 minutes. Add cheddar a little at a time and stir in until cheese melts. Remove from heat.
  6. Add macaroni noodles to the saucepan and toss to coat with the cheese sauce. Transfer macaroni to the prepared baking dish. Sprinkle bacon breadcrumbs over the top. Place into the oven and bake uncovered for 20 minutes. The sauce should be bubbling around the edges and the top should be golden brown. Remove from oven, let cool for 3 minutes, then serve.


You can use all milk if you don’t want to use cream. You can also use a different type of noodle. Penne works nicely, too, as you can see from my photos.

  • Author: Bobby
  • Prep Time: 10 minutes
  • Cook Time: 35 minutes
  • Category: Dinner
  • Method: Oven-baked
  • Cuisine: American
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Saturday 9th of November 2013

I will be making your Mac and cheese dish for Thanksgiving. Thank you.


Monday 9th of September 2013

MONIKA - Yes, heavy cream.


Monday 9th of September 2013



Tuesday 29th of May 2012

LOVEthis recipe bobby! I've made it twice and it comes out so cheesey/ creamy and perfect the way Mac and cheese should be :). Only thing I recommend reg cheddar or sharp bc last time I only had mild and the cheese flavor wasn't as strong. I guess it a preference to but it for us I got te est reviews with reg cheddar :). Thanks so much bobby!


Monday 26th of December 2011

AMAZING!!! We tried ours yesterday, we used extra sharp cheddar instead- we weren't sure how it would turn out, but it was delicious! I also made a small batch where I added bacon to the mixture, and crumbled french fried onions over the top, my husband loves that twist! Thanks for the recipe!!