Caramelized Onion and Bacon Mac n Cheese
This caramelized onion and bacon mac n cheese recipe is a showstopper that is sure to be a hit everywhere it goes! Made with simple ingredients, this homemade mac n cheese is great for weeknight suppers, parties, potlucks, and more. Plus, it’s guaranteed to take your mac n cheese game to the next level!

I have a bit of a problem with mac and cheese, or at least homemade mac and cheese. Namely, that I can’t stop making it.
Given the fact that I used to hate mac and cheese as a kid, I can’t help but find it funny that I could practically live off of it these days.
And while I have already shared three super yummy homemade baked mac n cheese recipes here on the blog, I can assure you there are plenty more still to come.

And since we are headed into the winter season, I figured what better recipe to share than this creamy, cozy, cheesy onion and bacon mac and cheese?
Honestly, it’s hard to imagine that mac and cheese can get much better: I mean, noodles, creamy sauce, melty cheese, and if you’re anything like me, something crunchy to top it off. Bake it to bubbly, melty perfection, and well, how do you top that?
For starters: bacon, because bacon makes everything better, and secondly, salty, delicious caramelized onions, and a lot of them- that’s how.

I guess I could call this my take on the viral French onion mac and cheese that has been going around online. But honestly, this recipe came about simply because I love mac n cheese, I love bacon, and I love caramelized onions. So why not mix them?
Seriously though, this mac n chees recipe is beyond delicious; it’s rich, creamy, and cozy, the ultimate comfort food, and the best part? It’s easy enough to be a weeknight supper!

Caramelized Onion and Bacon Mac n Cheese Recipe
Ingreidnets
- 1 lb short cut pasta. I used elbow macaroni for mine, but any kind of short cut will work great, so feel free to switch it up and use a unique shape!
- Shredded gouda cheese: you can use regular or smoked gouda for this recipe. I highly recommend buying blocks of cheese and shredding it yourself; it tastes way better than the pre-shredded cheese.
- Shredded white cheddar cheese: Again, I highly recommend buying blocks of cheese and shredding it yourself; it tastes so much better than the pre-shredded cheese.
- Butter, I like to use salted butter, but unsalted works too
- All-purpose flour
- Milk, I like to use whole milk, but 1%, 2%, and even half and half all work.
- freshly ground black pepper
- sea salt
- paprika
- ground mustard, also called mustard powder.
- bacon, chopped into small bite-sized pieces. I like to use smoked bacon, but any kind of bacon will work.
- sweet onions, cut into thin rounds. I like to use Vidalia onions for this recipe, but you can also use white onions or yellow onions.

How to Make Caramelized Onion Mac n Cheese
Place your chopped bacon into a large skillet over medium heat, and cook, stirring often, until the bacon is crispy. Remove the bacon from the pan and place on a plate lined with paper towels to drain off any excess grease. Set aside until ready to use.
Add your sliced onions to the pan and season with salt; cook, stirring often, until the onions are caramelized. Taste and add additional salt if needed. (I like to cook my onions right in the bacon fat; just keep in mind you might not need all the fat. I normally discard about half and then cook my onions in the remaining fat. If you aren’t a fan of bacon fat, you can cook your onions in butter in a separate pan.)
Once the onions have finished cooking, remove them from the pan and set aside until ready to use.
Bring a large pot of water to a boil; once boiling, add your pasta of choice and cook to al denta according to the package directions. Drain your cooked pasta and rinse under cold water to keep the pasta from sticking; set aside until ready to use.

Preheat the oven to 350 degrees F.
Reserve 1 cup of your shredded gouda cheese and 1 cup of your shredded white cheddar cheese.
In a large pot over medium heat, melt the stick of butter until it is completely melted and bubbly. Add the all-purpose flour and whisk until smooth. Next, slowly pour in your milk, whisking continuously.
Bring the mixture to a gentle simmer and continue whisking until it is thick enough to coat the back of a spoon. Add the spices and whisk to combine.
Remove the pan from the heat, add your remaining cheese(not the 2 cups you set aside) a little at a time, whisking between each addition until it is completely melted.
Once all the cheese has been added, add your cooked pasta and mix with a rubber spatula until the noodles are completely coated in the cheese sauce. Carefully pour the mac n cheese mixture into a 9 x 13 casserole dish. Be sure to scrape as much of the sauce out of the pan as you can!
Sprinkle the reserved cup of gouda cheese over the noodles, then layer your caramelized onions over the mac n cheese, followed by your crispy bacon. Finally, sprinkle the reserved white cheddar cheese over the top of the bacon and onions.
Place the mac n cheese into the oven and bake for 15-20 minutes or until the cheese on top is melted and the edges are bubbly. I like to switch my oven to broil, then broil until the melted cheese on top is golden brown, but that step is completely optional!
Remove from the oven and allow to cool for 5-10 minutes before serving.
Enjoy!

Recipe Notes
Any leftover mac n cheese can be stored in an airtight container in the fridge for up to 5 days.
You can easily make this recipe with just bacon or just onions if you aren’t a fan of both.
Personally, I love making this recipe with the cheeses mentioned above, but homemade mac n cheese can really be made with any of your favorite cheeses. Gruyere cheese, sharp cheddar cheese, Monterey Jack cheese, Colby, and even American cheese all work great.
If you like, you can also top this homemade mac n cheese with panko breadcrumbs or crushed crackers for an added crunch!

Be Sure To Check Out These Mac N Cheese Recipes Too!
The Best Homemade Mac & Cheese | baked recipe
Creamy Butternut Squash Mac and Cheese
Cajun Mac & Cheese with Kielbasa

Caramelized Onion and Bacon Mac n Cheese
Ingredients
- 1 lb short cut pasta I used elbow macaroni for mine, but any kind of short cut will work great, so feel free to switch it up and use a unique shape!
- 16 oz Gouda Cheese shredded. I highly recommend buying blocks of cheese and shredding it yourself; it tastes way better than the pre-shredded cheese.
- 10 oz white cheddar cheese shredded. Again, I highly recommend buying blocks of cheese and shredding it yourself; it tastes so much better than the pre-shredded cheese.
- 8 tbsp butter I like to use salted butter, but unsalted works too
- 1/4 cup all-purpose flour
- 5 cups milk I like to use whole milk, but 1%, 2%, and even half and half all work.
- 1 tsp freshly ground black pepper
- 1/2 tsp sea salt
- 1 tsp paprika
- 1 tsp ground mustard also called mustard powder.
- 1 lb bacon chopped into small bite-sized pieces. I like to use smoked bacon, but any kind of bacon will work.
- 3-4 onions cut into thin rounds. I like to use Vidalia onions for this recipe, but you can also use white onions or yellow onions.
Instructions
- Place your chopped bacon into a large skillet over medium heat, and cook, stirring often, until the bacon is crispy. Remove the bacon from the pan and place on a plate lined with paper towels to drain off any excess grease. Set aside until ready to use.
- Add your sliced onions to the pan and season with salt; cook, stirring often, until the onions are caramelized. Taste and add additional salt if needed. (I like to cook my onions right in the bacon fat; just keep in mind you might not need all the fat. I normally discard about half and then cook my onions in the remaining fat. If you aren’t a fan of bacon fat, you can cook your onions in butter in a separate pan.)
- Once the onions have finished cooking, remove them from the pan and set aside until ready to use.
- Bring a large pot of water to a boil; once boiling, add your pasta of choice and cook to al denta according to the package directions. Drain your cooked pasta and rinse under cold water to keep the pasta from sticking; set aside until ready to use.
- Preheat the oven to 350 degrees F. Reserve 1 cup of your shredded gouda cheese and 1 cup of your shredded white cheddar cheese.
- In a large pot over medium heat, melt the stick of butter until it is completely melted and bubbly. Add the all-purpose flour and whisk until smooth. Next, slowly pour in your milk, whisking continuously.
- Bring the mixture to a gentle simmer and continue whisking until it is thick enough to coat the back of a spoon. Add the spices and whisk to combine.
- Remove the pan from the heat, add your remaining cheese(not the 2 cups you set aside) a little at a time, whisking between each addition until it is completely melted.
- Once all the cheese has been added, add your cooked pasta and mix with a rubber spatula until the noodles are completely coated in the cheese sauce. Carefully pour the mac n cheese mixture into a 9 x 13 casserole dish. Be sure to scrape as much of the sauce out of the pan as you can!
- Sprinkle the reserved cup of gouda cheese over the noodles, then layer your caramelized onions over the mac n cheese, followed by your crispy bacon. Finally, sprinkle the reserved white cheddar cheese over the top of the bacon and onions.
- Place the mac n cheese into the oven and bake for 15-20 minutes or until the cheese on top is melted and the edges are bubbly. I like to switch my oven to broil, then broil until the melted cheese on top is golden brown, but that step is completely optional!
- Remove from the oven and allow to cool for 5-10 minutes before serving.
- Enjoy!
Notes
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.

