Macaroni and cheese with bacon and caramelized onions. The addition of caramelized onions makes this an adult version of a childhood favorite mac and cheese recipe.
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 homemade mac and cheese recipe 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 with bacon and caramelized onions! I guess based on the cooking method I used I could call this mac and cheese - Fettuccine Alfredo, too!
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.
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
Ingredients
- 1 tablespoon olive oil
- 3 onions , medium or large, sliced
- pinch of salt
- 1 tablespoon balsamic vinegar
- 8 strips bacon or prosciutto or pancetta
- 8 oz elbow pasta
- â…” cup heavy cream
- â…” cup milk
- 1 cup white Cheddar cheese , freshly shredded
- ½ cup Gruyere , freshly shredded
- ¼ teaspoon salt or more – to taste
- cayenne pepper to taste
- a pinch of paprika to taste
Instructions
How 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.
Mac and cheese:
- While you’re caramelizing the onions, cook bacon: I usually bake it in the oven at 350 F until it just turns crispy. Drain the bacon on paper towels and chop into small pieces.
- Cook elbow macaroni according to package instructions. Rinse the macaroni under cold running water, drain. Set aside.
- In a large saucepan, add heavy cream, milk, sharp white cheddar cheese, Gruyere cheese and ¼ 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.
- Add caramelized onions and chopped bacon to the creamy macaroni.
- Serve as is, or with more cheese (finely shredded) sprinkled on top.
Nutrition
Nutrition Disclaimer:
The nutritional information on this website is only an estimate and is provided for convenience and as a courtesy only. The accuracy of the nutritional information for any recipe on this site is not guaranteed. It should not be used as a substitute for a professional nutritionist’s advice.
ps.. it looks absolutely delish and I plan on making it today !
Thanks Lesley - I hope you like it! 🙂
Can I ask why you would rinse your pasta in cold water after cooking?
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! 🙂
Looks delicious! Caramelized onions and bacon would make even a flip flop tasty... so I can guarantee this is delicious!
Ok I am officially drooling at that photo OMG.
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
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!
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!
I will try this. Hope my boyfie will love this ♥ Thanks for sharing!!!
Thanks for stopping by Mary! Let me know how it comes out and if the boyfriend likes it. 🙂
How many people does the recipe serve as written if you are making it as a main course?
I would say it would make 3 very large servings, and 4 average servings.
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!
Oh, boy, does your pasta look super! A grown up mac and cheese 🙂
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...
oh nice touch with the bacon and onions 🙂
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!
Thank you so much for your kind words! I just visited your site, and I love the theme of your blog: old cookbooks!
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.
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!