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Stovetop Homemade Bacon Mac and Cheese

Back in the good old days, when I was a carefree child, one of my favorite things in the world was eating Velveeta Shells & Cheese.  In my mind this was the real stuff, it had “real” cheese that came in a squeezable pouch, none of this powder shenanigans.

It wasn’t until college, when I met a certain someone by the name of Jon, that the wonderful little bubble that I lived in was burst. We were wandering the aisles of the supermarket and I was telling Jon how much I loved Velveeta, it was so smooth and so tasty.   Jon very kindly told me that Velveeta is not real cheese, along with American cheese slices.   “What do you mean, Jon?  It is SO cheese, just look at its color.”

Jon walked over to the Velveeta section and kindly showed me where it states, “Cheese product” on the box.  The difference between real, normal “cheese” and “cheese product” still perplexes me to this day.  But, the general gist of it, is that more than a few chemicals and a lot of fat are added to a tiny bit of cheese to make “cheese product.”  As Jon likes to state, cheese shouldn’t be shelf stable- it should be in the refrigerator section.

With this newfound knowledge I stopped being an advocate for all things Kraft cheese.   This is not so say that if you offer me some melted Velveeta dip I am going to turn you down, but we simply never purchased it back in the states.

This is what brought about my search for making homemade mac and cheese, via the stovetop, with no baking.   After many attempts at this I can tell you that the most important thing is to eat/serve immediately once it is ready.  Because the base of homemade mac and cheese is almost always béchamel if you leave it for too long it will start to thicken.  But if you eat it as soon as humanly possibly it will be deliciously creamy, soft, and cheesy.  Though this is not to say that leftovers wont be delicious, because they will be.

The great part of this recipe is that you can use whatever cheese that strikes your fancy, or any combination (like I did).  I recommend grating the cheese yourself, if you buy it pre-grated it has anti-caking agents which don’t allow for that super smooth mac and cheese you are looking for.

A final look at the mac and cheese deliciousness. And with that, bon appetite!

Stovetop Homemade Bacon Mac and Cheese (inspired by PW Mac and Cheese):


  • 12 oz. dried pasta (any shape)
  • 7 (or more) slices of bacon
  • 2 medium onions chopped lengthwise
  • 1 whole egg beaten
  • 2 tablespoons butter
  • 1/4 cup all-purpose flour
  • 2 1/2 cups whole milk
  • 1 pound grated cheese (not pre-grated cheese) — I used fontina and gouda, cheddar would be a good option as well
  • Salt
  • 1/2 teaspoon ground black pepper
  • 1/2 teaspoon of crushed red pepper
  • dash of hot sauce



1.  Cook pasta as per instructions on the box until al dente.
2.On medium heat in a medium sized sauté pan cook bacon until crispy.  Chop into bite sized pieces. Put aside.
3. In the same pan with the bacon fat cook your onions until soft and caramelized.  Put aside.
4. If you’re lucky, you still have some bacon fat remaining in your pan– add the butter to the fat and melt together.  (If you no longer have bacon fat remaining melt 3 tablespoons of butter instead of 2 tablespoons).
5. Once the butter is melted add the flour.  Whisk constantly for 2-3 minutes, until it turns a cream color. (You don’t want it to burn)
6. Add the milk slowly and whisk constantly until it thickens.  Add 1/4 cup of the sauce to the beaten egg and quickly whisk together.  Slowly pour the egg mixture back into the sauce whisking constantly.
7. Reduce your heat to low and incorporate the cheese. Then mix in the spices: 1/2 teaspoon of salt, black pepper, crushed red pepper, and a dash of hot sauce. Taste it, and adjust seasonings to taste.
8.  Finally mix in your reserved onions and bacon into the sauce or serve on the side for folks to do their own toppings.
9.  Mix sauce with pasta and serve immediately.


6 replies on “Stovetop Homemade Bacon Mac and Cheese”

That’s so ironic–I made our version of stove-top bacon-and-broccoli-mac-and-cheese (cheddar) for the girls yesterday at lunch. Worlds apart, but we’re eating (sort of) the same. 🙂

It is a small world! You are so lucky that you can purchase cheddar. Broccoli is a tasty addition too, makes it semi-healthy. 🙂

They have “pancetta” which cooks up just like bacon! And they have blue cheese! And lots of other cheeses, including cream cheese. 🙂 You guys should visit soon!

Hehe, I totally had that same what, velveeta is not real cheese? moment. I feel sad, I try to eat it now and I can’t help but be disgusted. This looks good. Cooking with bacon now, I see…

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