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Macaroni and cheese with bacon and caramelized onions

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Mac and cheese with bacon and caramelized onions

Mac and cheese brings up nostalgic memories in a lot of people, as it certainly was a favorite food for a lot of us growing up. I’ve always wondered, however, whether adults remain as passionate about mac and cheese as when they were children, and for me the answer to that is YES! Except, these days I like to enhance my mac and cheese with funky additions, such as bacon and caramelized onions. Oh my yum! Don’t even get me started on how good bacon is in this dish. To go even further and make it even fancier, I often use prosciutto or pancetta in place of bacon – and that elevates this mac and cheese to another completely yummy level!

Also, I like to simplify things, just like when I was a kid, and this recipe is especially simple since I don’t use Bechamel sauce (and I did make a classic mac and cheese using Bechamel sauce once), I don’t make roux, and I also don’t use custard-based cheese sauce. I just simply mix milk, heavy cream, white Cheddar and Gruyere cheese (in just the right proportions to achieve the desired creaminess) plus spices – to make a very creamy and cheesy mac and cheese! I guess based on the cooking method I used I could call this mac and cheese – Fettuccine Alfredo, too!

Mac and cheese with bacon and caramelized onions

Adding caramelized onions certainly makes this more of an adult mac and cheese, and what a delicious addition it is! Just make sure to caramelize onions for 30 minutes to make sure they brown thoroughly, without burning. In the end, you should have onions that are soft and sweet from all the caramelization process.


Mac and cheese with bacon and caramelized onions

This mac and cheese can be served as is, or as a side dish to the steak, which is how I like it!

Mac and cheese with bacon and caramelized onions, macaroni and cheese, pasta

Mac and cheese with bacon and caramelized onions

Prep time: 50 min


  • 1 tablespoon olive oil
  • 3 onions, medium or large, sliced
  • pinch of salt
  • 1 tablespoon balsamic vinegar
  • 8 strips of bacon (prosciutto or pancetta)
  • 8 oz elbow pasta
  • 2/3 cup heavy cream
  • 1/3 cup to 2/3 cup milk (or more – for more or less creaminess)
  • 1 cup freshly shredded sharp white Cheddar cheese
  • 1/2 cup grated Gruyere
  • 1/4 teaspoon salt (or more – to taste)
  • cayenne pepper, to taste
  • a pinch of paprika, to taste

Makes 4 servings.

1) To caramelize onions: heat 1 tablespoon olive oil on high heat in a large skillet, when oil is heated, add sliced onions and cook on high heat for about 10 minutes, constantly stirring with spatula. The onions should start to brown, but without burning (a couple of onions may be burnt here and there, but overall they should not be charred). Reduce heat to medium and continue cooking onions for 10 more minutes, continuing to stir, as onions brown even more without burning. At this point add just a pinch of salt over onions. Continue cooking for 10 more minutes on medium or low heat, stirring occasionally to make sure onions don’t stick to the bottom of the pan or burn. Total you should have cooked onions for 30 minutes. Remove from heat and sprinkle onions with a small amount of balsamic vinegar to deglaze the pan. Using spatula, mix the onions, scraping the bottom of the pan and coating onions with a pinch of balsamic vinegar you just added.

2) While you’re caramelizing the onions, cook bacon: I usually bake it in the oven at 350 until it just turns crispy. Drain the bacon on paper towels and chop into small pieces.

3) Cook elbow macaroni according to package instructions. Rinse the macaroni under cold running water, drain. Set aside.

4) In a large saucepan, add heavy cream, milk, sharp white cheddar cheese, Gruyere cheese and 1/4 teaspoon salt on medium heat, stir and mix, until cheeses start to blend. Add black pepper, Cayenne pepper and paprika to your taste, or omit them if you don’t want them. Add elbow macaroni to the creamy sauce, stir to coat on low heat for about 5-10 minutes until cheeses melt completely and coat the macaroni.

6) Add caramelized onions and chopped bacon to the creamy macaroni.

7) Serve on warm plates (warmed in the oven) as is, or with more cheese (finely grated) sprinkled on top.

I am sharing this recipe with Shine Supper Club as part of their Favorite Childhood Recipes Round up (May 2013).

My recipe was also included in The Kitchn’s Delicious Links!



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{ 50 comments… add one }
  • Gourmet Getaways May 9, 2013, 12:39 am

    Thank you for the great idea for dinner tonight. I have all the ingredients including bacon so I am going to make this and I am sure the kids will be pleased with dinner.

    Thanks for sharing 🙂

  • Maureen | Orgasmic Chef May 9, 2013, 3:13 am

    I couldn’t look at that without salivating.

  • Monique May 9, 2013, 8:58 am

    This should be in BA and all the food magazines..Wow Julia.

  • Judy @Savoring Today May 9, 2013, 9:00 am

    That is grown-up mac & cheese if I ever did see it. I adore caramelized onions and I haven’t found any dish it didn’t make even better. YUM!

  • Julia, honey! I just wish it was me holding that fork. This is what I call THE Mac & Cheese!!!

  • Kayle (The Cooking Actress) May 9, 2013, 12:14 pm

    Oh my gooooodness. So good! I can only imagine how amazing the onions taste with the mac n cheese

  • [email protected]'s Recipes May 9, 2013, 12:40 pm

    My all time favourite comfort food! The caramelized onions must have added so much more flavour to the dish.

  • Deb May 9, 2013, 1:15 pm

    Oh my goodness! If I show my husband this succulent bowl of delight he will insist I try this recipe! A dazzling recipe!

  • Noel Lizotte May 9, 2013, 1:57 pm

    When I saw this in my email box … I right away forwarded the link to my husband! This looks amazing! And it’s all our favorite ingredients! I’ve pinned this recipe and will be making it soon!


    • Julia May 10, 2013, 4:46 pm

      Thank you so much Noel! I saw that you shared it on Facebook – thanks!

  • Laura Dembowski May 9, 2013, 2:23 pm

    I think childhood faves like macaroni and cheese are always welcome in adulthood. They bring us back to those good times we sometimes miss and crave. Of course, I would not miss that boxed macaroni and cheese if I was staring at a bowl of this!

  • Ari @ Ari's Menu May 9, 2013, 3:09 pm

    I’m so sorry–I have to admit, I couldn’t even read a word because I was messsssssmerized by these pictures. OMG, can I come over right now and eat the left overs??? Who am I kidding–WHO WOULD LEAVE THIS OVER??? In love.

    • Julia May 10, 2013, 4:46 pm

      Ha-ha! You’re too funny! 🙂

  • Daniela May 9, 2013, 6:37 pm

    This looks delightful!
    Love the addition of caramelized onions to the Cheese Macaronis.
    Perfect combination of flavors and textures 🙂

  • Barb May 9, 2013, 7:29 pm

    Oh, my… my mouth is watering… that looks divine and your photos are stunning. Pinning!!

  • Matt @ The Athlete's Plate May 9, 2013, 7:29 pm

    This looks freaking delicious! Gruyere is one of my favorites.

  • Jilly Inspired May 9, 2013, 7:50 pm

    Oh my wow does that look amazingly delicious! Can mac and cheese get any better? I think it can now!

  • Juliana Walters May 9, 2013, 11:53 pm

    Caramelized onions are one of those foods I really like but often forget about until I see them in photos or recipes. Your mac & cheese looks amazing!

  • Lindsey @ American Heritage Cooking May 10, 2013, 1:27 pm

    Just when I thought that mac & cheese couldn’t get any better! I’ve been following your blog pretty much since you started, and your photography is an inspiration!

    Thanks for the amazing post as always!

    • Julia May 10, 2013, 4:48 pm

      Thank you so much for your kind words! I just visited your site, and I love the theme of your blog: old cookbooks!

      • Lindsey @ American Heritage Cooking May 31, 2013, 5:40 pm

        Thanks! I think I’m going to have to just subscribe to your blog because my Bookmarks Folder is filling up with your amazing recipes! It’s getting a little out of control.

  • rebecca May 10, 2013, 2:29 pm

    oh nice touch with the bacon and onions 🙂

  • Eva | Adventures in Cooking May 10, 2013, 5:24 pm

    Oh my God. I’m pretty positive you just combined my three favorite things. This sounds AMAZING!!!! And those caramelized onions look like they came out absolutely perfectly, getting hungry just looking at it…

  • Liz May 10, 2013, 6:55 pm

    Oh, boy, does your pasta look super! A grown up mac and cheese 🙂

  • sally @ sallys baking addiction May 10, 2013, 8:25 pm

    Now THIS is comfort food! It looks unbelievably good. I am stuffed to the brim right now rom dinner, but this just made me hungry all over again. Wow!

  • Brandee Ketchum May 11, 2013, 12:21 pm

    How many people does the recipe serve as written if you are making it as a main course?

    • Julia May 11, 2013, 3:07 pm

      I would say it would make 3 very large servings, and 4 average servings.

  • Mary May 15, 2013, 12:32 am

    I will try this. Hope my boyfie will love this ♥ Thanks for sharing!!!

    • Julia May 16, 2013, 1:48 am

      Thanks for stopping by Mary! Let me know how it comes out and if the boyfriend likes it. 🙂

  • Rosemary June 5, 2013, 9:43 pm

    Made this tonight and I’m officially in a food coma. The cheddar I had was the Vermont Sharp type from Cabot that I think added a nice bite to it. I prefer my caramelized onions a little crispy so I overcooked them slightly but I think it turned out really well. Definitely going in the recipe file!

    • Julia June 6, 2013, 7:04 pm

      So glad you liked it! Thanks for letting me know how the dish turned out. Vermont sharp cheddar sounds so good – I need to buy some!

  • laurasmess June 10, 2013, 10:21 pm

    This looks insanely good Julia!!! Just followed the link here from Vintage Kitchen and I am so glad that I did. My husband does love a good ol’ mac n’cheese. I often put bacon in it but I’ve actually never added caramelised onions. Now I’m wondering why not! Definitely making your version this weekend (with some salad, just to make me feel better about the ‘health qualities’)! Can’t wait to check out more of your recipes and stories. You write and photograph beautifully – magazine worthy! x

  • Natalie June 12, 2013, 8:56 am

    Ok I am officially drooling at that photo OMG.

  • Julie May October 5, 2013, 1:52 pm

    Looks delicious! Caramelized onions and bacon would make even a flip flop tasty… so I can guarantee this is delicious!

  • lesley January 27, 2014, 3:10 pm

    Can I ask why you would rinse your pasta in cold water after cooking?

    • Julia January 28, 2014, 2:38 pm

      Hi Lesley. Running the pasta under cold water will stop the cooking and will wash off the excess starch. This is done because right after, you will continue cooking the pasta in a creamy cheese sauce for 5-10 minutes (step 4 of the instructions). This way, the pasta stays “firmer” and holds its shape better! 🙂

  • lesley January 27, 2014, 3:10 pm

    ps.. it looks absolutely delish and I plan on making it today !

    • Julia January 28, 2014, 2:38 pm

      Thanks Lesley – I hope you like it! 🙂

  • Ashely May 4, 2014, 3:08 pm

    I’m making this for dinner tonight. I’m in culinary school, so anytime that I get to use gruyere and caramelized onion is a great way for me to practice my skills. This looks nice and cozy. I hope mine looks as awesome as yours 🙂

  • bri January 1, 2015, 11:10 am

    what would happen if i baked this in the oven?

  • Caroline February 28, 2015, 1:42 pm

    Hi! My husband and I LOVE your mac and cheese. Question though – how do you mix in the carmalized onions where they don’t get cheese coated all over them?

  • Carolyn @ Cabot Cheese October 1, 2015, 6:54 am

    *SWOONING* over this mac and cheese recipe!~Carolyn @ Cabot

  • wendy January 7, 2017, 5:41 pm

    This dish goes in the comfort food category. The carmalized onions are delicious (just be sure to cook as instructed for proper carmalization). I used prosciutto, as I had an abundance of it in the frigde, but believe the bacon would be fabulous as well.

    • Julia January 31, 2017, 1:23 pm

      Thank you, Wendy! This is definitely the comfort food! Prosciutto is great here, as well as bacon!

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