PREV
Well I did it. I made the world’s best macaroni and cheese. I call it Millionaire Mac & Cheese because that’s just the only name that suits it. I also would bet a million dollars that you’ve never made a better Mac & Cheese recipe than this one.
I am typically a healthy eater, so when I’m going to eat something with straight up zero nutritional value, you can bet your ass I’m going to make it taste the best ever. Whether you make this for your holiday table or to get your crush to fall in love with you, I can promise you that everyone will be asking you for this recipe.
Preheat oven to 400 degrees. Cook the pasta in a large pot of salted boiling water until it’s barely al dente. For example, the rigatoni I used said to cook for 13 minutes and I cooked it for 8 minutes. Drain and set aside.

In a large pot or dutch oven, cook the bacon over medium heat until crispy. Remove the bacon from the pot and place on a paper towel lined plate. Once cooled, chop the bacon into crumbles.
Turn the heat off and let the pan cool for 2-3 minutes. If there is more than 1-2 tablespoons of bacon grease in the pot, use tongs and a paper towel to soak up the excess. In the same pan, turn the heat back to medium and add the butter. Once it’s just melted, whisk in the flour and keep whisking continuously until the flour is foamy, about 1 minute.
Slowly whisk in the milk then add the garlic, paprika, cayenne, salt and pepper. Bring to a simmer, 3-4 minutes, then turn the heat off and add the cheese. Whisk to combine.

Add in your cooked pasta and bacon. Stir to coat the noodles in the cheese sauce.

Pour the macaroni and cheese mixture into a 9×13 or similar baking dish. In a small bowl, combine the panko, butter, parmesan, salt and pepper until combined. Spread the mixture evenly over the mac and cheese.

Bake until the bread crumbs turn golden brown and cheese bubbles, about 20 minutes.

Serve while hot and enjoy!
Photography by Angelica Oles.
To make ahead of time, follow the instructions through step 9. Cover *very* tightly with foil and refrigerate 1 day ahead. Bake as directed, adding an extra 5-10 minutes.
For an extra cheesy experience, add 1 cup of shredded cheese on top of the mac before adding the breadcrumbs and baking.
This is the best macaroni and cheese recipe! We make this mac and cheese (sans bacon) for every holiday, birthday, and roast dinner. We keep an extra in the freezer for a rainy day. I pick up all of the ingredients at Trader Joe’s!
Salted or Unsalted Butter???!
Doesn’t matter but I always use salted.
Could you use a Cheddar & Gruyere Mèlange Cheese blend instead of Gruyère cheese from Trader Joe’s?
I haven’t tried it but I am sure it would be fantastic!
I made this and loved it! Could you make ahead and wait to bake until thr next day?
Just added make ahead instructions in the notes!
I make this recipe every thanksgiving and its a HITTTTT
Can you prep this ahead of time? If yes, what would the steps be? Thanks!
Just added instructions in the notes!
Could I sub oat milk?
Should work!
Fabulous