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.
I added a teaspoon of garlic as well and it was delicious first I followed your recipe and the second time I added the garlic. Just puts a different taste. But still YUMMY EITHER WAY.
Veronika, I am so glad you gave this recipe a try and enjoyed it! Thank you for taking the time to share such a positive comment - I appreciate it!!
This is AMAZING! I can't stop making it. I almost wish I never found this recipe 😉
Thank you! I am glad you enjoyed this recipe! 🙂
I usually double the recipe, but hold back a bit on the onions and bacon. I also make a roux and bake it with some parmesan and panko on top. I also use smoked paprika instead of regular and a little dry mustard. Yes, I know some people complain about reviews with alterations. I started with this recipe a while ago and always come back to it as a starting platform. For that, I say thank you for all the main components.(especially the balsamic vinegar) Recipes are all about tweaking to one's personal preference. Again, Thank You!!!
Excellent idea.
Yes, that was really great feedback!
Don't ever rinse pasta being used for a warm dish. It washes all the starch off the pasta and the sauce won't stick as well. Also, lose the balsamic for deglazing the onion pan. Use water. Balsamic is not a desirable addition to this recipe.
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.
Thank you, Wendy! This is definitely the comfort food! Prosciutto is great here, as well as bacon!
*SWOONING* over this mac and cheese recipe!~Carolyn @ Cabot
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?
what would happen if i baked this in the oven?
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 🙂