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Preheat oven to 375°F. Lightly grease a 9x13 inch baking dish.

Cook the elbow macaroni according to package directions until al dente. Drain well and set aside.

While the macaroni cooks, place the thick-cut bacon in a large skillet over medium heat. Cook until crispy. Remove bacon, reserving 1 tablespoon of bacon fat in the skillet. Crumble the cooked bacon and set aside.

In a large saucepan or Dutch oven, melt 1/2 cup of butter over medium heat. Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, to create a roux.

Gradually whisk in the milk until smooth. Bring the mixture to a gentle simmer, stirring constantly, until it thickens slightly, about 5-7 minutes.

Remove from heat. Stir in the Dijon mustard, Worcestershire sauce, salt, and black pepper. Add the shredded sharp cheddar cheese and Gruyere cheese, stirring until completely melted and smooth.

Add the drained macaroni to the cheese sauce and stir until evenly coated.

Pour the macaroni and cheese mixture into the prepared baking dish. In a small bowl, combine the Panko breadcrumbs with the 2 tablespoons of melted butter. Sprinkle the breadcrumb mixture evenly over the top of the macaroni.

Bake for 20-25 minutes, or until bubbly and the topping is golden brown.

Remove from oven and let stand for 5 minutes. Sprinkle with the crumbled bacon before serving.


Preheat oven to 375°F. Lightly grease a 9x13 inch baking dish.

Cook the elbow macaroni according to package directions until al dente. Drain well and set aside.

While the macaroni cooks, place the thick-cut bacon in a large skillet over medium heat. Cook until crispy. Remove bacon, reserving 1 tablespoon of bacon fat in the skillet. Crumble the cooked bacon and set aside.

In a large saucepan or Dutch oven, melt 1/2 cup of butter over medium heat. Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, to create a roux.

Gradually whisk in the milk until smooth. Bring the mixture to a gentle simmer, stirring constantly, until it thickens slightly, about 5-7 minutes.

Remove from heat. Stir in the Dijon mustard, Worcestershire sauce, salt, and black pepper. Add the shredded sharp cheddar cheese and Gruyere cheese, stirring until completely melted and smooth.

Add the drained macaroni to the cheese sauce and stir until evenly coated.

Pour the macaroni and cheese mixture into the prepared baking dish. In a small bowl, combine the Panko breadcrumbs with the 2 tablespoons of melted butter. Sprinkle the breadcrumb mixture evenly over the top of the macaroni.

Bake for 20-25 minutes, or until bubbly and the topping is golden brown.

Remove from oven and let stand for 5 minutes. Sprinkle with the crumbled bacon before serving.
