White Cheese Mac & Cheese with Bacon and Caramelized Onions

Since I was going to be on the road and at the doctor’s for probably 8 hours yesterday, and having to be on the road again today to go here botox injections in my head 😮,  I made dinner ahead of time yesterday so that “the boys” just have to put it in the oven so it’s ready for dinner. I have been thinking about doing a recipe like this for awhile, stepping up from our usual Baked Macaroni staple.  While Baked Macaroni is still my absolute favourite, this one tastes pretty damned good, if I say so myself.


These are all the ingredients I used to make this dish.


I cooked the pasta according to the package directions and began cooking the onions while it was cooking.

I brushed the bottom of my frying pan with olive oil to start.


I diced the onions and added them to the frying pan.


I added 4 tbsp. of margarine and 1 tbsp. of white sugar.


I started to brown the onions over medium low heat.  This is what they look like about half way through caramelizing them.


This is the onions once they are done cooking.  It took about 20 minutes for them to be browned and caramelized.


I added the chopped bacon and cooked it for another 5 minutes until the bacon started to crisp.


Once the bacon had crisped, I started on the cheese sauce.

I began by melting 1/4 cup of margarine in a large bowl then added the flour and whisked it into a paste.


I added the whipping cream.


And microwaved it on high heat, in one minute increments, until it was thickened and bubbly.


I grated my cheese.


Then added all but 1 cup of the grated cheese and the mustard to the whipping cream mixture.


I stirred this until the cheese melted and then added the caramelized onions to the mixture and mixed to combine.



Once the pasta was cooked, I drained it and poured the cheese sauce mixture into the pot with the pasta.


I poured the contents of the pot into my prepared baking pan.


And sprinkled the remaining grated cheese on top.


I baked it at 350 degrees for 40 minutes, covered, removing the covering for the last 10 minutes.




White Cheese Mac & Cheese with Bacon and Caramelized Onions

Preparation Time: 30 minutes  Cooking Time: 20 minutes to prepare/40 minutes to bake  Servings: 4 – 6


  • 3 cups uncooked shell pasta
  • 2 cups chopped onion
  • 2 tbsp. olive oil
  • 4 tbsp. margarine
  • 1 tbsp. white sugar
  • 1 cup chopped, precooked bacon
  • 1/4 cup margarine
  • 1/4 cup all purpose flour
  • 2 cups whipping cream
  • 3 cups grated extra old cheddar
  • 1 tbsp. mustard, I used spicy yellow mustard


  1. Preheat oven to 350 degrees.  Generously grease baking pan.
  2. Cook pasta according to package directions.  Once cooked, drain.
  3. In large frying pan, brush with olive oil.
  4. Add chopped onions, margarine and white sugar.
  5. Cook over medium low heat until onions are a dark brown colour and the margarine and sugar has formed a caramelized “sauce.”
  6. In a large microwave safe mixing bowl, melt margarine.
  7. Add flour and whisk into a paste.
  8. Add whipping cream, mix well.
  9. Microwave on high heat until thickened and bubbly.  About 5 minutes.
  10. Once thickened, add 2 cups grated cheese and mustard.  Stir until cheese is fully melted.
  11. Add caramelized onions to cheese sauce and stir to combine.
  12. Add cheese and onion sauce to cooked pasta.  Stir to fully coat pasta.
  13. Pour pasta into prepared baking pan.
  14. Top with remaining cup of grated cheese.
  15. Bake at 350 degrees for 40 minutes, covered, remove cover for last 10 minutes.



7 thoughts on “White Cheese Mac & Cheese with Bacon and Caramelized Onions

  1. Pingback: Four Cheese Macaroni with Chicken, Bacon and Blue Cheese | Oh Yes, They Did

Please Leave a Reply, we would love to hear from you!

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google photo

You are commenting using your Google account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

This site uses Akismet to reduce spam. Learn how your comment data is processed.