Photo: Jennifer Davick; Prop Styling: Caroline M. Cunningham
Hands-on Time
40 Mins
Total Time
1 Hour 20 Mins
Makes 10 servings

2012 Side Dish Smackdown Winner: Best Mac and Cheese

How to Make It

Step 1

Preheat oven to 350°. Bring 1 gal. water and 1 1/2 tsp. salt to a boil in a Dutch oven; add pasta. Cook 8 to 9 minutes or until al dente. Drain; rinse with cold water. Toss with 1 Tbsp. oil.

Step 2

Melt butter in a large saucepan over medium-high heat. Add onion, and sauté 4 to 5 minutes or until tender. Add flour, and cook, whisking constantly, 1 to 2 minutes or until smooth. (Do not brown flour.) Add half-and-half, next 2 ingredients, and remaining 1 1/2 tsp. sea salt, and bring to a simmer. Cook, whisking constantly, 5 to 6 minutes or until thickened. Gradually add cheeses, stirring until blended. Transfer mixture to a large bowl; stir in cooked pasta. Spoon into a lightly greased 13- x 9-inch baking dish.

Step 3

Sauté chipotle pepper in remaining 1 Tbsp. hot corn oil in a small skillet over medium heat 30 seconds or until mixture begins to smoke. Remove from heat, and quickly stir in bacon and panko until coated. Sprinkle mixture over pasta.

Step 4

Bake at 350° for 15 to 20 minutes or until golden and crisp on top. Serve immediately.

Ratings & Reviews

wadek80's Review

August 31, 2014
Very good. I plan to make this for my next work luncheon.

brighteyes8's Review

July 23, 2014
Crazy good and creamy-thick. Serve for a special occasion.

SThomas's Review

June 09, 2014

stcyrbl53's Review

August 29, 2013

mknepple's Review

July 16, 2013
Loved this! Now I know what makes Velveeta so creamy (lots of fat). This recipe makes a delicious sauce and the flavors are a very good blend. I make a scratch mac-n-cheese that my family loves, but this is an altogether different twist on traditional mac-n-cheese. Definitely will be making this again. Heavy on the calories and fat—not exactly healthy, but so, so good.

JeannieBeannie's Review

November 22, 2012
AWESOME! This is always a hit, and it's less hassle than other versions and more flavorful than our traditional ones. I've used smoked gouda (since it tends to be cheaper) and it's great. I've passed it on to a few people who have made it their go-to mac and cheese. I'm making it for Turkey day and couldn't be more happy about it. yay!

PattiG61's Review

August 26, 2012
Great flavor....and just as good reheated!

MeganMcCraney1's Review

July 05, 2012
Best macaroni and cheese I have ever had! I halved the recipe and used just regular chili powder and will for sure make it again. Perfect for guests!

Tereasa59's Review

June 18, 2012
delicious! very large servings