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Macaroni and Cheese with Mushrooms and Bacon

Macaroni and Cheese with Mushrooms and Bacon

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  • 1 pound small elbow macaroni (about 4 cups)
  • 4 tablespoons (1/2 stick) butter
  • 3/4 pound mushrooms, chopped
  • 1 small onion, finely chopped
  • 1 tablespoon all purpose flour
  • 1/4 teaspoon ground black pepper
  • 3 cups (packed) grated sharp cheddar cheese (about 12 ounces)
  • 1/4 cup chopped fresh parsley
  • 8 slices thick-cut bacon, chopped
  • 1 cup fresh breadcrumbs made from crustless French bread

Recipe Preparation

  • Preheat oven to 350°F. Butter 13x9x2-inch glass baking dish. Cook pasta in large pot of boiling salted water until tender but still firm to bite, stirring occasionally. Drain.

  • Melt 2 tablespoons butter in large pot over medium-high heat. Add mushrooms and onion; sauté until vegetables are tender, about 5 minutes. Stir in flour, mustard, salt, and pepper; cook 1 minute. Gradually whisk in milk. Cook until sauce is smooth and slightly thickened, whisking constantly, about 3 minutes. Remove from heat. Add cheese and parsley; stir until cheese melts. Mix in pasta.

  • Sauté bacon in medium skillet over medium-high heat until crisp. Using slotted spoon, transfer bacon to paper towels to drain. Mix half of bacon into pasta and transfer to prepared dish. Sprinkle with remaining bacon.

  • Melt remaining 2 tablespoons butter in small saucepan over medium heat. Add breadcrumbs; sauté until beginning to brown, about 3 minutes. Sprinkle breadcrumbs over pasta. Bake until pasta is heated through and golden brown, about 20 minutes.

Reviews Section

Mac and Cheese Bites with Bacon and Mushrooms

Bacon is most commonly cooked on the stovetop or in the oven. If you’re opting for the former, start with a cold pan with the bacon strips touching, but not overlapping. Set the burner on low and allow the bacon to slowly release its fat. As it begins to cook, use tongs to flip the strips and fry them on their opposite sides. Continue to flip and turn until the bacon is browned evenly. Let the cooked bacon drain by carefully placing them on paper towels or a newspaper.

To cook bacon in the oven, simply line a large baking sheet with aluminum foil and arrange the bacon strips on its surface. If your baking sheet does not have grooved edges, be sure to fold the aluminum corners upwards to catch excess grease. Bake at 400°F for ten to 20 minutes (depending on your texture preference), remove, and place bacon strips on paper towels or a newspaper. The bacon will crisp as it cools.

How to Store Bacon

How to Freeze Bacon

How to Freeze Pork

How to Thaw Pork

Pork is easiest to thaw when placed in the refrigerator in its original wrapping. Small roasts will take three to five hours per pound, while larger roasts can take up to seven hours per pound. Thawing ground pork depends entirely on the thickness of its packaging.

It is safe to cook frozen or partially-frozen pork, but its cooking time may take 50 percent longer. Frozen pork should not be cooked in a slow cooker.

  • 100g/3½oz butter, plus extra for greasing
  • 100g/3½oz plain flour
  • 1 tsp Dijon mustard
  • 1.2 litres/2 pints full-fat milk
  • 75ml/2½fl oz double cream
  • 1 bay leaf
  • 400g/14oz mature cheddar, grated
  • pinch freshly grated nutmeg
  • 500g/1lb 2oz dried macaroni
  • 100g/3½oz smoked bacon lardons or smoked pancetta cubes
  • 60g/2¼oz white breadcrumbs
  • 50g/1¾oz Parmesan, grated
  • salt and freshly ground black pepper

Preheat the oven to 200C/180C Fan/Gas 6 and grease a 35x20cm/14x8in ovenproof dish..

Melt the butter in a large saucepan over a low heat. Stir in the plain flour and cook for 1 minute. Add the mustard, take the pan off the heat and gradually whisk in the milk and cream. Add the bay leaf.

Put the pan back over the heat, stirring constantly, until it boils and thickens. Take the pan off the heat again, remove the bay leaf and add the cheddar. Stir until the cheese has melted. Season with lots of black pepper and some nutmeg.

Bring a large pan of salted water to the boil and stir in the macaroni. Cook for 10 minutes, or until al dente, drain well and add to the sauce.

Fry the bacon in a frying pan until crisp. Stir into the macaroni cheese and pour the mixture into the ovenproof dish.

Mix the breadcrumbs with the Parmesan and scatter over the top. Bake for 25–30 minutes, or until golden-brown and bubbling. Serve immediately.

Recipe Summary

  • 1 (16 ounce) package elbow macaroni
  • ¼ cup butter
  • ½ cup sour cream
  • 1 egg, beaten
  • 2 tablespoons cream cheese, softened
  • 4 cups grated Asiago cheese
  • 4 cups grated Vermont Cheddar cheese
  • 4 slices bacon
  • 2 tablespoons butter
  • 1 large onion, sliced thin
  • 4 cloves garlic, minced
  • ⅛ teaspoon brown sugar
  • ¼ cup chopped fresh parsley
  • ¼ cup panko bread crumbs
  • 2 tablespoons butter
  • 5 tablespoons all-purpose flour
  • 3 cups milk
  • ½ teaspoon ground mustard
  • ½ teaspoon paprika
  • ¼ teaspoon salt
  • ½ teaspoon pepper
  • 1 tablespoon hot pepper sauce

Bring a large pot of lightly salted water to a boil, add macaroni and cook for 8 minutes (noodles will still be slightly hard). Drain noodles and transfer to a large bowl with 1/4 cup of butter and toss to coat. Whisk together the sour cream, egg, and cream cheese add to the pasta and mix well. Stir in 3 cups of grated Asiago and 3 cups of grated Cheddar cheese, reserving the remaining 2 cups of cheese for the topping.

Place the bacon in a large, deep skillet, and cook over medium-high heat, turning occasionally, until evenly browned, about 10 minutes. Drain the bacon slices on a paper towel-lined plate and chop into small pieces.

Preheat an oven to 400 degrees F (200 degrees C).

Stir 2 tablespoons butter, the onion, and garlic into the bacon drippings in the pan and cook and stir for 2 minutes. Reduce the heat to medium-low, and add the brown sugar. Cook, stirring occasionally, for 10 to 15 minutes until the onions are very soft and golden brown. Mix the cooked bacon, parsley, and panko breadcrumbs into the onions, transfer mixture to a small bowl and set aside.

Return the skillet to the heat and melt remaining 2 tablespoons butter over medium-low heat. Whisk in the flour, and stir until the mixture becomes paste-like and light golden brown, about 5 minutes. Gradually whisk the milk into the flour mixture and bring to a simmer over medium heat. Cook and stir until the mixture is smooth and thickened. Stir in the ground mustard, paprika, salt, pepper, and hot sauce. Remove sauce from heat and let cool for five minutes.

Pour the sauce over the macaroni mixture, stirring well. Transfer to a greased 9x13 inch pan and sprinkle with the remaining 2 cups of Cheddar cheese. Top cheese with the onion breadcrumb mixture.

Bake in preheated oven until bubbling, hot and golden brown on top, about 30 minutes.

James Martin's macaroni cheese: This Morning chef shares ultimate pasta recipe

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This Morning: James Martin shares his mac and cheese recipe

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When coming up with dinner ideas a delicious pasta dish is a guaranteed crowd-pleaser, but how can you make macaroni and cheese more interesting? That was the challenge James Martin took on Monday&rsquos This Morning show.

Related articles


As hosts Holly Willoughby and Phillip Schofield returned to screens following the Easter break, chef James Martin rustled up the perfect family macaroni cheese recipe.

The deliciously simple mac and cheese had an added twist to make it more of an exciting meal.

Martin&rsquos recipe also used leftovers from the weekend to make it an even thriftier dish.

The Saturday Kitchen star said the key is all in the sauce.

James Martin shared his mac and cheese recipe with viewers (Image: Getty)

Chef James Martin added chicken and mushroom to the dish (Image: Getty)

James said the best way to start the sauce is to add an onion, bay leaf and clove to give it a superior taste.

He also recommends using as little flour as you can get away with, suggesting around half of what most recipes say in the instructions.

Next, the Yorkshire-born pro added his top tip of using a whisk rather than a wooden spoon when making the sauce, to keep it nice and light and prevent it from thickening up too much before you add your other ingredients.

He then gradually poured in the milk to his mixture and showed how it thickens as it comes to the boil.

Related articles

The chef&rsquos quick and easy recipe added roast chicken and mushroom for a fuller flavour and more substantial meal.

To make the recipe you will need:

For the sauce:

300g grated cheddar cheese

Splash of Worcestershire sauce

For the filling:

200g field mushrooms, sliced

250g cooked and shredded, leftover roast chicken

The chef is best known for hosting Saturday Kitchen (Image: Getty)


Here&rsquos how to make the mac and cheese with chicken and mushrooms seen on This Morning:

Preheat the oven to 200C, Fan 180, Gas 6. Cook the macaroni as per the packet instructions. Drain and cool under cold running water, then drain again.

To make the sauce, gently warm the milk in a pan

Use the cloves to stud the bay leaf onto the onion then pop into the warm milk to infuse for 5 minutes

Melt the butter in a large pan and whisk in the flour. Remove the onion from the milk then gradually whisk into the butter and flour mixture. Bring to a simmer and cook until thickened.

Add half the cheese to the sauce with the mustard, Worcestershire sauce and cream and take off the heat

Preheat the grill to high. Fry the mushrooms in 25g butter for two minutes.

Season the sauce, then pour onto the pasta. Add the mushrooms and chicken and mix together.

Spoon into an ovenproof dish and top with the remaining cheese. Place in the oven for about 20- 30 minutes, or until heated through and golden brown.


The chef urged viewers to shop locally for their cheese (Image: Getty)

When making the dish James also urged the public to support their local cheesemongers, suggesting topping the recipe with cheddar or red leicester cheese for added taste.

The award-winning chef also shared a hack for making sure the pasta doesn&rsquot absorb all of the sauce, telling viewers to cook the macaroni first before cooling it under cold running water.

Phil and Holly watched from the studio in London with sad faces as they clearly wished they could taste the freshly baked dish, with Holly saying it looked like &lsquoheaven.&rsquo

For a vegetarian alternative, you can also add vegetables instead of the chicken, or even add fish to give it a different twist.

Mac & Cheese with Bacon & Mushrooms

The best macaroni and cheese starts with the best dairy. Our pure, wholesome and creamy Fresh to Market Organic Vitamin D milk adds extra decadence to this classic comfort food.


  • 6 ounces bacon, small diced
  • 6 button mushrooms, small diced
  • ¼ cup flour
  • 6 cups Fresh to Market Organic Vitamin D Milk
  • ¼ teaspoon vinegar-based hot sauce
  • 1 teaspoon Worcestershire sauce
  • Salt, to taste
  • 1 pound fusilli pasta
  • 1½ pounds sharp white cheddar, shredded
  • 1 cup bread crumbs
  • 2 tablespoons chopped thyme
  • 1 tablespoon butter, melted


Bring 4 quarts of water to a rapid boil in a large sauce pot. Heat oven to 375°F.

While water is heating, render bacon until just crisp in a medium sauce pot. Add mushrooms and cook until they begin to sizzle. Stir flour into the rendered bacon fat and cook for 1 minute on medium heat, stirring constantly.

Add milk 1 cup at a time to create a béchamel sauce, stirring to incorporate fully before adding the next cup to avoid any lumps. Scrape the bottom of the pan to prevent scorching. Season the béchamel with hot sauce, Worcestershire sauce and salt. Bring to a simmer and cook for 5 minutes.

Meanwhile, add pasta to the boiling water. Cook according to the package instructions for al dente, then drain and hold warm.

After béchamel has simmered for 5 minutes, remove from heat and add the cheese. Stir continuously until all of the cheese has melted and the sauce is smooth and velvety. Do not boil once the cheese has been added as this will make the sauce grainy.

Toss the hot cooked pasta with the cheese sauce until all of the pasta is well coated. Transfer to a baking dish. Combine bread crumbs with thyme and melted butter, then spread mixture over the pasta. Bake for 15&ndash20 minutes or until golden brown and bubbly.

Bacon and Pimento Macaroni and Cheese Recipe

Combine cornstarch, evaporated milk, and eggs in a medium bowl and whisk until homogenous. Set aside.

Place bacon in a large skillet and add 1/2 cup water. Cook over medium heat, stirring occasionally, until water has evaporated and bacon starts sizzling. Continue cook, stirring frequently, until crisp and brown, about 5 minutes longer. transfer to a bowl along with all of its rendered fat. Add chopped pimentos to bowl and toss to combine. Set aside.

Cook pasta in a large stock pot in salted water according to package directions. Drain, reserving 1 cup pasta cooking water. Return to stock pot and add cooking water, bacon (with its fat), pimentos, evaporated milk mixture, and cheese. Cook over low heat, stirring constantly, until cheese is melted and sauce is creamy and smooth. Stir in parsley, reserving some for garnish. Transfer to serving bowl, top with remaining parsley, and serve immediately, topping with a fried egg if desired.

Macaroni and Cheese with Mushrooms and Bacon - Recipes

What a fabulous way to dress up Macaroni, this looks delicious. Hope you are having a great Valentine weekend and thank you so much for sharing with Full Plate Thursday.
Come Back Soon!
Miz Helen

This looks delicious..going to make it tomorrow. Thanks

I'd like to invite you to link up to Show and Tell Saturday at Sassy Little Lady!

This looks absolutely decadent! Thanks for sharing at Church Supper. Have a blessed week & come back soon

You are killing me Sheena! Looks delicious and it combines some of my favorite things! I'm pinning to try soon. Thanks so much for linking up to the Weekend Potluck. I love to see what you bring every week. Have a terrific week!

This looks really delicious! Thanks for sharing on Foodie Friends Friday.

Sheena, this recipe is just awesome! Who could resist a bowl of creamy mac n cheese that has bacon, mushrooms and spinach in it?! I sure couldn't! Pinning and sharing on my Facebook page. Thanks for sharing on Marvelous Mondays!

This looks so creamy and delicious!

Sounds so delicious. I have been craving mac & cheese. Love the addition of mushrooms

Thanks Christie! I love mushrooms and try to add them to everything! :)

Oh man - mac 'n' cheese with veggies - talk about a comfort food I don't have to feel guilty about. I love it!

This looks like it might be the new best thing in the world. Can't wait to try it.

I love variations of mac and cheese. And I bet the bacon and spinach make this absolutely fabulous. You have a great food blog here-I'd love to see you join me each week at Must Try Monday. The party is still open if you want to join in.

Mac and Cheese is such a comfort food. I love that you added some other goodies to make it even better!

Thanks for linking up to the In and Out of the Kitchen Party! Can't wait to see what you bring next week.

Cynthia at

I love bacon too so I'm sure I would LOVE this! So glad you shared at last weekends link party @The Weekend re-Treat!

Hope to see you again this week!

Going to try this real soon.I don't care for Velvetta so i will make a little more cream sauce and use grated cheddar.Let you know how it comes out.

Love me some Mac and Cheese. esp adult versions! I'd love to have you come and share at Super Saturday Show & Tell today. xoxo

I am putting this on my March menu that will be available in a free printable with a hyperlink back to you. The post goes live on Thursday 2/28. Thanks so much for helping me plan my menu!

Comments make my day! Comment moderation is enabled, so if you don't see your comment right away, check back later after I approve it! :) Thanks so much for stopping by!

  • 200g macaroni
  • 2 leeks
  • 6 mushrooms (closed cap are cheap)
  • 4 tomatoes
  • 2 tbsp olive oil
  • 2 x mini Le roulé garlic and herb soft cheese


Fill a large sauté pan with boiling water. Tip in the macaroni and cook according to the pack instructions. (It may take slightly longer than suggested). Meanwhile, trim, wash and slice the leeks, quarter the mushrooms and roughly chop the tomatoes.

Drain the pasta and keep warm. Heat the oil in the pan. Add the leeks and mushrooms and fry for 4-6 mins until the leeks are tender. Toss in the tomatoes at the last minute. Season with salt if you want to and black pepper. Stir in the macaroni and let it warm through, then crumble the cheese over.


Fry two rashers of bacon, chopped, along with the leeks and mushrooms for non-veggies

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  1. Uaid

    In it something is. Thanks for an explanation, the easier, the better...

  2. Birdhill

    Agree, a useful idea

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