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!


  • 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