Martha’s Perfect Macaroni and Cheese (Plus Bacon and a Third Cheese!)


Recently, one of my friends underwent surgery. To offer help, another friend set up a meal train online so that our whole group could provide assistance during her recovery. 


On the meal train page, my friend specified she would like dishes that were great for leftovers. I thought macaroni and cheese would be a super comforting meal as well as perfect for leftovers. I’ve heard so many great things about Martha Stewart’s Perfect Macaroni and Cheese, so I knew I needed to prepare this dish! I added bacon, because it’s bacon. But really, I wanted another texture with the cheese sauce and noodles. And I added parmesan cheese to the top for additional flavor.


Martha’s Perfect Macaroni and Cheese (Plus Bacon and a Third Cheese!)

Adapted from Martha Stewart


Serves: 3 quart casserole dish – 13” x 9”

The Goods:

  • 9 tablespoons (1 stick + 1 tablespoon) unsalted butter; 1 stick for recipe, 1 tablespoon for casserole dish
  • 6 slices white bread, crusts removed, torn into 1/4- to l/2-inch pieces
  • 8 ounces (or 1 package) bacon, chopped into 1/2-inch pieces
  • 5 1/2 cups milk
  • 1/2 cup all-purpose flour
  • 2 teaspoons coarse salt, plus more for water
  • 1/4 teaspoon ground nutmeg
  • 1/4 teaspoon freshly ground black pepper
  • 1/4 teaspoon cayenne pepper
  • 4 1/2 cups (about 18 ounces) grated sharp white cheddar cheese
  • 2 cups (about 8 ounces) grated Gruyere cheese
  • 1 cup (about 4 ounces) grated parmesan cheese
  • 1 pound elbow macaroni

The Steps:

1. Center rack in middle of the oven and preheat to 375 degree F. Butter a 3-quart casserole dish; set aside.
2. Place bread cubes in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour the melted butter into the bowl with the bread, and toss. Set the breadcrumbs aside.
3. In a large skillet, sauté bacon until it is almost crisp. Remove bacon to paper towels to soak excess oil. When cool, chop bacon into 1/2-inch pieces. Set aside.
4. Warm milk in a medium saucepan over medium heat. Melt remaining 6 tablespoons butter in a high-sided skillet over medium heat. When butter bubbles, add the flour. Stir and cook for 1 minute.
5. While whisking, slowly pour in the hot milk a little at a time to keep mixture smooth. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick, 8 to 12 minutes.
6. Remove the pan from the heat. Stir in salt, nutmeg, black pepper, cayenne pepper, white cheddar cheese, and Gruyere. When combined, set the cheese sauce aside.
7. Fill a large saucepan with water and add salt. Bring to a boil. Add macaroni; cook 2 to 3 fewer minutes than manufacturer’s directions, until outside of pasta is cooked and inside is underdone. Transfer the macaroni to a colander, rinse under cold running water, and drain well. Return noodles to saucepan. Pour reserved cheese sauce into saucepan with noodles and mix together.
8. Pour half the mixture into the prepared casserole dish. Layer chopped bacon. Pour remainder of noodles and cheese sauce on top. Sprinkle parmesan cheese and the breadcrumbs. Bake until golden brown, about 30 minutes. Transfer the dish to a wire rack; wait 5 minutes for immediate serving or if you can, wait 25 minutes for a stiffer consistency.



– We only used 3/4 of the cheese sauce. It started to look a little too saucy for us, so add according to your preferences.
– This recipe is easily halved or doubled!
– You can also make this dish a day ahead! For day-ahead prep, I partially cooked the dish. I followed each step and stopped short of putting the dish into the oven. I wrapped the whole dish in first, cling wrap, and then, foil and placed it immediately in the freezer. When I delivered the frozen meal to my friend the next day, she cooked it in the oven at 375 degrees F for 45 minutes and said it came out perfect!
– Reheating leftovers in the microwave or the oven creates a meal that is just as delicious as out of the oven!
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