Recently, a couple of my fellow mommy-friends and I were talking about a delicious topic: macaroni and cheese! Macaroni and cheese has to be one of the best dishes ever created. It’s got that warm, gooey comfort-food thing going on, plus it’s a favorite of almost every child I know. Who am I kidding? It’s a favorite for quite a few adults, too! Both my daughter and I adore macaroni and cheese.

My husband’s friend, Mark, makes the most AMAZING macaroni and cheese ever! He brings it over to all of our parties and it’s always a big hit with everyone. Mark was kind enough to give me his recipe so that I may share it here with all of you. (I’m sure it will soon find a place on my Recipes page, as well.)

The two things about this dish that make it so yummy is the use of fancy, gourmet cheeses and the inclusion of BACON! You can leave out the bacon if you wish, but I don’t guarantee it will taste as good. I don’t know how many servings this makes, but let’s say it’s enough to bring to a big party…maybe just in time for the Super Bowl today. If you make it, please leave a comment below and let us know how it came out. Enjoy!

Mark’s Famous Mac N Cheese


  • 3-5 slices thick cut maple or applewood smoked bacon*
  • 1 1/2 cups panko bread brumbs
  • 1/2 cup unsalted butter
  • 2 tsp minced garlic (about 3 cloves)
  • 1/2 cup all purpose flour
  • 5 cups whole milk
  • 1/4 tsp freshly grated nutmeg
  • 1/4 tsp fresh ground black pepper
  • 1 tsp salt
  • 1 lb smoked Gouda cheese, grated
  • 1 lb extra sharp white cheddar cheese, grated
  • 1/2 cup grated parmesean cheese
  •  lb elbow macaroni

*Note from Mark: “How much bacon you use is dependent on how much you love bacon. I personally love bacon, so I use quite a bit.”


Pre-heat oven to 350° F. Cut the slices of bacon into bite-sized pieces and fry until crisp. Remove from pan and break some of the pieces into crumbles. Do not drain bacon grease from pan.  Add panko bread crumbs to pan and toast in bacon grease until golden. Remove bread crumbs and combine them with crumble-sized bits of bacon. Set this aside, as well as the bite-sized bacon pieces, for later.

In a large pot, melt the butter over medium heat. Once melted, add garlic and flour, using a whisk to combine, and cook for 2 minutes until simmering. Add 1 cup milk and whisk to combine, then add remaining 4 cups of milk and cook over medium heat, stirring gently with the whisk until sauce thickens. Add the nutmeg, pepper, and salt, and whisk until well combined. Add grated cheese 1 cup at a time until all of the cheese is added and sauce is smooth. Remove sauce from heat.

Prepare elbow macaroni according to package directions and drain thoroughly. Add macaroni and bite-sized pieces of bacon to cheese sauce and stir to combine. The mixture will look like cheese soup with noodles and bacon in it. The macaroni will absorb most of the liquid while it is baking in the oven. Pour into a large baking dish, top with panko crumbs/bacon crumbles mixture, and bake uncovered for 30 minutes. Remove from oven. Cool at least 15-20 minutes before serving to get the best results.

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