“This is a flavorful, creamy, delicious version of a simple long-time favorite. I have combined several recipes and made my own tweaks, landing on this as my favorite!”

Ingredients Nutrition


  1. 1. Preheat oven to 350 degrees.
  2. 2. Cook macaroni to desired tenderness, drain & set aside.
  3. 3. In a large saucepan, melt butter.
  4. 4. Combine flour, salt, pepper, garlic powder and ground mustard in a bowl and mix with fork. Add to melted butter and stir with whisk until well blended.
  5. 5. Combine milk, cream, Worcestershire sauce, sour cream & bacon and add to pan gradually while stirring constantly.
  6. 6. Bring to boiling point and boil for 2 minutes, stirring constantly.
  7. 7. Reduce heat and simmer (stirring every couple minutes) for 10 minutes.
  8. 8. Add Parmesan and shredded cheddar 1/3 at a time, stirring until all cheese is added and melted (about 3-5 minutes).
  9. 9. Turn off flame, add cooked macaroni to saucepan and coat with cheese sauce.
  10. 10. Transfer to an ungreased 2-quart casserole dish.
  11. 11. Sprinkle with desired amount of breadcrumbs.
  12. 12. Bake for 20-25 minutes or until bubbly & top is golden brown.

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