This rich, creamy mac and cheese is loaded with sharp cheddar, smoky bacon, and a crunchy panko topping that bakes up golden and irresistible. It’s the ultimate comfort food — perfect as a holiday side dish for Thanksgiving or Christmas, or anytime you want something warm and satisfying. The garlic-infused milk and simple roux create a silky cheese sauce that clings to every bite of pasta.

Ingredients (for a deep 9×13 or similar dish, serves 8–10 as a side)

For the Cheese Sauce:

• 4 tablespoons unsalted butter
• ¼ cup all-purpose flour
• 3–3½ cups whole milk, warmed (start with 3 cups)
• 2 large garlic cloves, smashed (for infusing the milk)
• 1 teaspoon onion powder
• ½ teaspoon dry mustard powder
• ½ teaspoon paprika
• Salt and black pepper, to taste
• 4–5 cups freshly shredded sharp cheddar cheese (mix of white and yellow for nice color and flavor)

For the Pasta & Topping:

• 1 lb large elbow macaroni (cooked just before al dente — about 5–6 minutes)
• 6–8 slices thick-cut bacon, chopped and cooked until crispy
• 1 cup panko breadcrumbs
• 2 tablespoons butter, melted (for the breadcrumbs)

Instructions

1. Prepare the bacon: Cook the chopped bacon in a skillet over medium-low heat until crispy. Drain on paper towels and set aside. Reserve a little bacon grease if desired, but you won’t need it for the sauce.
2. Infuse the milk: In a small saucepan, gently warm the milk with the smashed garlic cloves over low heat. Do not boil — just let it get hot and fragrant (about 5 minutes). Remove the garlic cloves and discard.
3. Make the roux and sauce: In a large Dutch oven or deep skillet, melt 4 tablespoons butter over medium heat. Whisk in the flour and cook, stirring constantly, for 2–3 minutes until the roux is light golden and smells nutty (do not let it burn).
4. Slowly whisk in the warm garlic-infused milk, a little at a time, until smooth. Continue whisking until the sauce thickens and begins to bubble gently. Reduce heat to low.
5. Stir in the onion powder, dry mustard, paprika, salt, and pepper. Gradually add the shredded sharp cheddar cheese a handful at a time, stirring until fully melted and the sauce is smooth and creamy. Taste and adjust seasoning if needed. Remove from heat.
6. Cook the pasta: Bring a large pot of salted water to a boil. Cook the elbow macaroni for about 5–6 minutes — just before al dente (it will finish cooking in the oven). Drain well.
7. Assemble: Preheat oven to 350°F (175°C). Lightly grease a deep 9×13-inch baking dish. Add the drained macaroni to the cheese sauce and stir gently to coat evenly. Pour the mixture into the prepared dish and smooth the top.
8. Make the topping: In a small bowl, mix the panko breadcrumbs with 2 tablespoons melted butter until evenly coated. Sprinkle the crispy bacon pieces over the mac and cheese, then top evenly with the buttered panko.
9. Bake for 25–35 minutes (depending on dish depth) until the edges are bubbly and the topping is golden brown. For extra crispiness, broil on high for the last 2–3 minutes — watch closely so it doesn’t burn.
10. Let rest for 5–10 minutes before serving. It will be very hot!

Tips for Success

Freshly shredded cheese melts much better than pre-shredded (which has anti-caking agents). Cook the pasta slightly underdone so it doesn’t get mushy in the oven. The garlic-infused milk adds a subtle background flavor without being overpowering. If you like it extra cheesy, add a little more cheese on top before baking. Leftovers reheat well in the oven or microwave with a splash of milk to loosen the sauce.

This crispy bacon mac and cheese is rich, comforting, and always a crowd-pleaser. It’s the kind of dish that disappears fast at holiday tables or family dinners. Give it a try and let me know how you liked it or what cheese blend you used — I’d love to hear!

Enjoy every creamy, bacony, crispy bite!