The Creamiest Mac & Cheese

This feeds LOTS of people!!!!

READ THE DIRECTIONS…NOW READ AGAIN AND THEN GO GATHER EVERYTHING!!!! Measure, chop, mince, whatever and have that all done…then get started!!!


  • 16 oz bag of elbow macaroni
  • ½ lb sliced smoked bacon (you choose the flavor)
  • 5 slices white bread with crust removed
  • ½ c grated Parmesan cheese
  • 1 stick of butter (8 TBS)
  • ¼ c minced shallots
  • ½ tsp minced garlic
  • ½ c flour
  • 5 cups whole milk
  • 6 oz Gruyere cheese, grated (can use Swiss or Monterey Jack if you like)
  • 8 oz Extra-Sharp Cheddar cheese, grated
  • 1 ½ tsp powdered mustard
  • 1 tsp nutmeg
  • S & P to taste


  1. Cook the pasta according to directions and put aside
  2. Cook the bacon till crisp, drain on paper towel to cool. **Save 1-2 TBS of bacon fat** Once cooled, coarsely chop and put into food processor and give it 6-8 pulses and put into bowl.
  3. Take the bread and coarsely chop and put into food processor and give it 8-10 pulses and put in bowl with bacon.
  4. Take the Parmesan cheese and 2 TBS of the butter (melt the butter) and then mix that with the bacon & bread crumbs and put aside.  This is your topping for the dish!
  5. 5. PREHEAT THE OVEN to 350 degrees
  6. Sauté the minced shallots over a low heat in the pan that has the reserved bacon fat for about 1-2 mins, add the garlic and continue to stir.  Then, increase the heat & add the 6TBS of butter and stir with a whisk.  Next add the flour and it will form a “roux” which is a thickening agent. Stir constantly and slowly add the milk.
  7. Continue cooking until the sauce thickens and coats the back of a spoon.  Do not leave unattended, it could burn!
  8. Once the sauce coats the back of a spoon, TAKE IT OFF THE HEAT.  Add the seasonings and the cheeses and continue to stir with the whisk until creamy and smooth. Taste and season if necessary.
  9. Now add this cheese mixture to the pot with the pasta and stir until evenly coated then put into a baking dish. Sprinkle the bacon/breadcrumb mixture evenly on top and then cover with either a lid or aluminum foil and put into preheated oven and cook for about 15-20 mins (USE A TIMER!!)
  10. Finally, remove the lid/foil and continue cooking until the sauce is bubbling and the topping is browned.  Then remove and let sit for 5 minutes…and THEN DIG IN!!!!!

**** Thank you Laura Macek****