bacon mac-o’-lantern

5 from 2 votes
Prep Time: 15 minutes
Cook Time: 38 minutes
Total Time: 55 minutes
Servings: 6


  • 1 lb. elbow macaroni
  • ¼ cup unsalted butter
  • ¼ cup all-purpose flour
  • 4 cups hot whole milk, divided
  • kosher salt and cracked black pepper
  • 1 teaspoon dry mustard
  • ¼ teaspoon cayenne pepper
  • 4 cups shredded sharp cheddar cheese
  • cup grated Parmesan cheese
  • ¼ lb. bacon, cooked and crisped, bacon fat reserved
  • cup panko breadcrumbs
  • 1 tablespoon chopped Italian parsley


  • Preheat oven to 425°F. Bring a large pot of salted water to a boil, cook 1 lb. pasta until al dente; drain.
  • In a large 10-inch oven-proof skillet set over medium-high heat, melt ¼ cup butter. Whisk in ¼ cup flour and cook, whisking constantly, until the paste cooks and bubbles a bit, about 2 minutes. Add 3 cups hot milk and cook, whisking constantly, until the sauce thickens, about 5 minutes.
  • Season to taste with salt and pepper. Bring the sauce to a boil, reduce the heat to low, and cook, stirring, for 2 to 3 more minutes. Stir in 1 teaspoon dry mustard and ¼ teaspoon cayenne, and then gradually add 4 cups shredded cheddar. Stir constantly until cheese has melted. Stir in the remaining 1 cup hot milk. Add cooked pasta to cheese sauce and stir to coat. Season to taste with salt and pepper.
  • Coat ⅓ cup breadcrumbs with reserved bacon fat and sprinkle bacon breadcrumb mixture over the top of the skillet. Sprinkle the top with ⅓ cup grated Parmesan.
  • Bake until the top is browned and the sauce is bubbling, 10 to 12 minutes. Top with ¼ lb. cooked bacon making the shape of a Jack – O – Lantern face.
  • Garnish with 1 tablespoon chopped parsley and let sit 5 minutes before serving.


  • Serve with a simple green salad to complete the meal.


  • Protein: Swap bacon for pancetta.
  • Vegetarian: Omit bacon. Coat breadcrumbs in olive oil instead of bacon fat.
  • Gluten-Free: Use a gluten-free pasta and gluten-free flour such as Cup 4 Cup.


  • Cheese sauce can be made up to 4 days in advance and stored in an airtight container in the refrigerator.


Calories: 888kcal | Carbohydrates: 73g | Protein: 38g | Fat: 49g | Saturated Fat: 26g | Polyunsaturated Fat: 3g | Monounsaturated Fat: 13g | Trans Fat: 0.3g | Cholesterol: 131mg | Sodium: 799mg | Potassium: 535mg | Fiber: 3g | Sugar: 10g | Vitamin A: 1396IU | Vitamin C: 1mg | Calcium: 826mg | Iron: 2mg