Bacon & Onion Macaroni Shells & Cheese Recipe

Bring a large pot of water to a rolling boil. Add 1 tablespoon salt. Add the pasta shells and cook until al dente according to package instructions, usually 8–10 minutes. Reserve 1 cup of the pasta cooking water, then drain shells and set aside.

While pasta cooks, dice the bacon into 1/2-inch pieces. Peel and finely chop the onion. Mince the garlic.

Heat a large skillet over medium heat. Add the diced bacon and cook, stirring occasionally, until browned and crisp, about 8–10 minutes. Use a slotted spoon to transfer bacon to a paper towel-lined plate, leaving rendered fat (about 2–3 tablespoons) in the skillet. Reserve cooked bacon.

If you have less than 2 tablespoons of bacon fat, add 1 tablespoon of butter to the skillet. Add the chopped onion to the hot fat and cook over medium heat until softened and beginning to brown, about 6–8 minutes. Add the minced garlic and cook 30–60 seconds until fragrant. Season with 1 teaspoon salt and 1 teaspoon black pepper. Remove from heat and set aside.

In a medium saucepan or the same large skillet wiped mostly clean (leave a bit of fond for flavor), melt 3 tablespoons unsalted butter over medium heat.

Whisk in 3 tablespoons flour to form a roux. Cook, stirring constantly, for 1–2 minutes until the raw flour taste cooks off but the roux remains pale (do not brown).

Slowly whisk in 2 cups whole milk and 1 cup heavy cream a little at a time to avoid lumps. Bring the mixture to a gentle simmer, whisking frequently, until it thickens and coats the back of a spoon, about 4–6 minutes.

Reduce heat to low. Whisk in 1 teaspoon Dijon mustard, 1 teaspoon Worcestershire sauce, 1 teaspoon smoked paprika, and 1/4 teaspoon ground nutmeg.

Remove saucepan from heat and gradually stir in 2 cups grated sharp cheddar and 1 cup shredded fontina (or Monterey Jack) a handful at a time until fully melted and smooth. If the sauce is too thick, thin with up to 1/2 cup reserved pasta water (add 1–2 tablespoons at a time) until desired consistency is reached.

Taste and adjust seasoning with additional salt and pepper if needed.

Preheat your oven to 375°F (190°C). Grease a 9x13-inch baking dish or similar casserole with butter or nonstick spray.

In a large mixing bowl or directly in the pot, combine the drained pasta shells, the cheese sauce, the cooked bacon (reserve a small sprinkle for top), and the sautéed onions and garlic. Stir gently to coat evenly. If sauce seems tight, add a few tablespoons of reserved pasta water to loosen.

Pour the mixture into the prepared baking dish, spreading into an even layer.

If using topping: In a small bowl, mix 1/2 cup panko breadcrumbs with 1/4 cup grated Parmesan, 1 tablespoon melted butter, and 1 tablespoon chopped parsley. Scatter the breadcrumb mixture evenly over the pasta and sprinkle the reserved bacon on top.

Bake uncovered until the topping is golden and the sauce is bubbling around the edges, 18–22 minutes. For a browner top, place under the broiler for 1–2 minutes—watch closely to prevent burning.

Remove from oven and let rest 5–10 minutes to set. Garnish with additional chopped parsley if desired, then serve.