Caramelized Onion and Bacon Mac and Cheese

Caramelized Onion and Bacon Mac and Cheese

Every once in a while a meal is created that you just want to curl up in bed and snuggle with. This is that meal. Macaroni and cheese already falls squarely in the comfort food category but when you add sweet caramelized onions and salty, smoky bacon to it… It’s a real situation. You might be thinking, “Nah, that sounds too rich for me,” to which I would say, “Get real. It definitely is not.”

A bitter green salad tossed with balsamic vinaigrette and a glass of Pinot Noir are precisely the things to balance all the creamy, cheesy goodness, should you need to go that route. But really, no judgement if you find yourself just eating it straight out the pot with no filter.

Caramelized Onion and Bacon Mac and Cheese

a word about the best bacon on earth and some pretty darn good cheese

Let’s start by looking at some onions, which were caramelized for a loooong time (#worthit) in bacon fat. If you are a person who occasionally stocks up on “the good bacon”, this is the time to use it. Joey and I have officially pledged allegiance to Gunthorp Farms bacon because it’s meaty and perfectly seasoned and tastes like a straight up porky campfire, in the best way. So, using that bacon for this recipe and caramelizing the onions in its fat really just checks all the boxes✅👇

onions for Caramelized Onion and Bacon Mac and Cheese

While we’re seeking out good bacon, let’s keep an open mind about good cheese, too. I’m not above plain ‘ol cheese. But aged, sharp cheddar is where it’s at for this mac. I used one from Costco that I cannot find a link for but it’s white cheddar, aged 2 years (I think) and it might just change your life. Especially when you melt it into sauce like this:

Ok, I think you know where this is headed:

Caramelized Onion and Bacon Mac and Cheese

This stovetop mac and cheese with ribbons of caramelized onions and smoky bits of bacon running all throughout is my new best friend. But, it can be yours too. Here’s the recipe!

*This post contains an Amazon Affiliate link to the Le Creuset braiser I love to death, from which I may earn an income! My sister-in-law gave mine to me and that pot makes me feel like a fancy French lady… Even when I’m wearing sweatpants and a holey T-shirt, stuffing my face with mac and cheese.


Caramelized Onion and Bacon Mac and Cheese

Caramelized Onion and Bacon Mac and Cheese

Macaroni and cheese that’s been taken way over the top. Caramelized onions, smoky bacon, and sharp cheddar cheese make this stovetop mac and cheese incredibly flavorful and perfect for chilly fall nights. Serve with a green salad and a yummy pinot noir!

  • Author: Megan
  • Prep Time: 10 minutes
  • Cook Time: 1 hour
  • Total Time: 1 hour 10 minutes
  • Yield: 4 servings 1x
  • Category: Dinner


  • 1/2 lb of bacon, chopped (something smoky like Gunthorp Farms is great!)
  • 1 small onion, thinly sliced
  • 2 cloves of garlic, minced
  • 1 heaping tsp chopped fresh thyme leaves (about 6 sprigs)
  • salt and pepper to taste
  • 2 TBS flour
  • 1 C whole milk
  • 1 heaping C shredded aged cheddar cheese
  • 1/2 lb. corkscrew pasta or whatever shape you like
  • 2 TBS chopped fresh parsley 


  1. In a large skillet or Dutch oven over medium heat, sauté the chopped bacon until crisp. Use a slotted spoon to transfer the bacon to a paper towel-lined plate then carefully drain off all but 2 TBS of the bacon fat.
  2. Reduce the heat to medium-low and add the sliced onions to the bacon fat in the pot. Season the onions with a pinch of salt and pepper and cook, stirring occasionally until the onions are golden brown and caramelized. Add a splash of water as needed so the pan doesn’t dry out and the onions don’t burn. This should take about 30-40 minutes. 
  3. While the onions are caramelizing, bring a large pot of salted water to a boil and cook the pasta to al dente, according to the package instructions.
  4. Once the onions are caramelized, add the garlic and thyme and cook for another minute. 
  5. Reduce the heat to low and whisk the flour into the onion mixture. Let it cook for a few minutes, stirring occasionally, until the flour changes to a light brown/blonde color, then whisk in the milk. Cook for about a minute until the mixture has slightly thickened.
  6. Whisk the shredded cheddar cheese into the onion/flour/milk mixture, then stir in the cooked pasta and half of the bacon. Taste and season with salt if needed and serve, garnished with the rest of the bacon, lots of cracked black pepper, and chopped parsley.


If you need to let this mac and cheese sit for a bit before serving, you can add in a little more milk to thin the sauce out. Taste and adjust the seasoning again if needed. 

Keywords: macaroni and cheese, bacon mac and cheese, caramelized onion mac and cheese, stovetop mac and cheese

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