Macaroni and Cheese with Caramelized Onions and Bacon Recipe -
Macaroni and Cheese with Caramelized Onions and Bacon Recipe

Macaroni and Cheese with Caramelized Onions and Bacon

Recipe by  

"Very intense, rich dish due to the sharpness of the cheeses melded with spicy, creamy, and tangy flavors."

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Ingredients Edit and Save

Original recipe makes 1 - 9x13 inch casserole Change Servings
  • PREP

    20 mins
  • COOK

    1 hr

    1 hr 20 mins


  1. Bring a large pot of lightly salted water to a boil, add macaroni and cook for 8 minutes (noodles will still be slightly hard). Drain noodles and transfer to a large bowl with 1/4 cup of butter and toss to coat. Whisk together the sour cream, egg, and cream cheese; add to the pasta and mix well. Stir in 3 cups of grated Asiago and 3 cups of grated Cheddar cheese, reserving the remaining 2 cups of cheese for the topping.
  2. Place the bacon in a large, deep skillet, and cook over medium-high heat, turning occasionally, until evenly browned, about 10 minutes. Drain the bacon slices on a paper towel-lined plate and chop into small pieces.
  3. Preheat an oven to 400 degrees F (200 degrees C).
  4. Stir 2 tablespoons butter, the onion, and garlic into the bacon drippings in the pan and cook and stir for 2 minutes. Reduce the heat to medium-low, and add the brown sugar. Cook, stirring occasionally, for 10 to 15 minutes until the onions are very soft and golden brown. Mix the cooked bacon, parsley, and panko breadcrumbs into the onions, transfer mixture to a small bowl and set aside.
  5. Return the skillet to the heat and melt remaining 2 tablespoons butter over medium-low heat. Whisk in the flour, and stir until the mixture becomes paste-like and light golden brown, about 5 minutes. Gradually whisk the milk into the flour mixture and bring to a simmer over medium heat. Cook and stir until the mixture is smooth and thickened. Stir in the ground mustard, paprika, salt, pepper, and hot sauce. Remove sauce from heat and let cool for five minutes.
  6. Pour the sauce over the macaroni mixture, stirring well. Transfer to a greased 9x13 inch pan and sprinkle with the remaining 2 cups of Cheddar cheese. Top cheese with the onion breadcrumb mixture.
  7. Bake in preheated oven until bubbling, hot and golden brown on top, about 30 minutes.
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  • Tip
  • Aluminum foil can be used to keep food moist, cook it evenly, and make clean-up easier.

Reviews More Reviews

Most Helpful Positive Review
Nov 19, 2008

I thought this recipe was deliciuous! My family loved it! The only thing I would do differently the next time I make it is double the bacon and bread crumbs. That sweet crunchy topping was wonderul and I wanted more!

Most Helpful Critical Review
Nov 19, 2010

Well, I debated a long time on how many stars to give this recipe. If I could have given 3 1/2 I would have. Let it be known that I made this recipe to the letter. The recipe takes MUCH longer to prepare than the said prep+cook time. I also believe there are too many ingredients. Most of the best cuisine is created with few ingredients - just travel to Italy or Spain and it is apparent. Some of these could have been modified or left out (maybe bumping up the quantity of more important ingredients). I won't be making this again; a little too rich and way too time consuming for a side dish. Don't let that deter you, though, because Im glad I made it and if you love all things mac-n-cheese, go for it. That being said, the outcome is good. Very gourmet tasting, and has beautiful aesthetic appeal.

Nov 11, 2009

VERY rich, filling and decadent. it is delicious, but i would tweak it in the following ways. use a whole package of bacon - 4 slices is not even close to being enough. definitely double the rest of the topping mixture, but mix it in all together with the pasta before baking. also, 8 cups total of cheese is a little much - i used about 6, and even that was a lot. i would probably go with 4-5 cups next time, any cheeses of your choice is fine but the asiago has a great flavor and paired surprising well with the bacon. i also added chopped broccoli and shiitake mushrooms to the pasta mixture, which was delicious. i used buttermilk instead of regular milk because it was in my fridge and i had to use it up, and that worked fine too, but probably definitely added to the richness of this dish. next time i will also sprinkle a layer of panko and parsley on the top of the pasta before baking for some added crunch and color.

Jan 15, 2010

This was THE BEST macaroni and cheese I've ever tasted! I cut back on the fat by draining and discarding the bacon grease, and using non-fat cream cheese and non-fat sour cream elsewhere in the recipe. When adding butter to the cooked pasta, I only used 2 tablespoons, instead of 4. In place of the milk, I used non-fat canned milk for a nice, creamy taste and texture. I've tried this with both medium and sharp cheddar cheese. I think the medium is best because it doesn't overpower the wonderful flavor of the asiago cheese. For the bacon, I put it into the freezer just long enough to firm it up then thinly sliced it before frying. Like many reviewers, I doubled the topping. Because the recipe takes awhile to make, I usually double the recipe, baking it in 2 9x13 inch pans plus an 8x8 inch pan. I chill it after baking, cut it into serving sized squares and pop it into individual freezer bags for a quick and easy treat. Pepper Bacon is wonderful in this recipe. My family loves this recipe. I'll be making it again and again. Thanks to the submitter!

Nov 22, 2008

Excellent mac and cheese. This was very filling. Like the other posting, I would double the bread crumb mixture.

Nov 19, 2008

This was amazing! I LOVED the cheeses used!!! My hubby and daughter gobbled this up for dinner and we have left overs for lunch tomorrow! It took me an hour to prep, but I had to grate the cheeses myself and I doubled the recipe. Yummy!! Thanks for this recipe!

Sep 23, 2010

WOW! Only 3 stars because...This recipe took 2 hours to prepare BEFORE putting it into the oven. (11:38am in the pan at 1:40pm) It also seems to dirty lots of dishes! BUT.. it is SUPER YUMMY!!! Will make again when I have more time and energy for all those dishes! I'm pooped! :O)

Aug 14, 2009

This was a good recipe. I had to change a few things just out of necessity. I used cheddar cheese and what I had left of some Parmesan. I really like the topping of this but the prep time does seem long but worth it. Read the entire recipe over and then prep. I also doubled the amount of topping as suggested by other reviewers and I definitely recommend that. Thanks very much for this recipe.


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  • Calories
  • 942 kcal
  • 47%
  • Carbohydrates
  • 56.6 g
  • 18%
  • Cholesterol
  • 197 mg
  • 66%
  • Fat
  • 59.5 g
  • 92%
  • Fiber
  • 2.4 g
  • 10%
  • Protein
  • 45.6 g
  • 91%
  • Sodium
  • 1475 mg
  • 59%

* Percent Daily Values are based on a 2,000 calorie diet.

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