Spicy Sage and Brown Butter Bacon Mac and Cheese


Not wanting to have to venture outside this amidst a winter storm that has nearly shut down the city, I decided a comforting mac and cheese dish would be in order for dinner. A few weeks ago my friend Julie (who is mostly vegan) gave me (the remaining amounts of) several pounds of cheese she’d purchased to make mac and cheese for her daughter’s birthday party. I always have plenty of mac and cheese-like noodles in my cupboards so decided to search for a recipe I could make with ingredients already in my fridge and/or cupboards.

I found an amazing-looking recipe at Lemon Thyme. Bonus, it used brown butter, which I have a minor obsession of. The recipe was so delicious-looking, I decided to brave the weather in order to buy some bacon specifically to make the recipe. I was so excited by the recipe that I committed myself to making it exactly as is (normally I modify every recipe I try). But while I was  cooking the bacon on the stove top I thought to myself … hmm … wouldn’t garlic go great in this recipe? And there the modifications began.



  • 4 c. dry macaroni-type noodles (macaroni, shell, Orecchiette, etc.)
  • 4 slices good quality bacon (I would actually suggest 6 or more slices)
  • 1 small shallot, thinly sliced
  • 3 green onions, sliced and divided into green parts and white parts
  • 1 jalapeno, minced
  • 3 or 4 cloves of garlic (less, if you only want a hint of garlic)
  • ½ c. panko-style bread crumbs
  • 5 T. butter
  • 8 large sage leaves (or 16 small)
  • ⅓ c. flour
  • 3 c. whole milk
  • 2 c. half and half
  • 1 lb. grated or shredded cheese
  • ½ tsp. cayenne pepper (optional)
  • ½ tsp. freshly ground black pepper


  1. In a non-stick skillet, saute bacon, shallot, garlic and white parts of the green onions until bacon is crispy brown. Add the panko directly to the pan and toast over medium heat until lightly bread crumbs are lightly browned. Remove from heat.
  2. Simultaneously cook the pasta and sauce. Cook pasta until al dente according to package instructions. While you’re waiting for the water to boil, start making the cheese sauce. Once the pasta is al dente, drain and rinse with cool water until completely cooled. Set aside until cheese sauce is ready.
  3. In a heavy bottom sauce pan, melt butter over med-low heat, add in sage leaves; cook, stirring constantly, until butter is golden brown. Remove from heat. Remove sage leaves and let cool; then crumble them over the bacon topping mixture.
  4. Return brown butter to medium heat and add flour and minced jalapeno. With a wire whisk stir mixture constantly until bubbly, about 2-3 minutes. Slowly pour in milk and half and half, stirring continuously until everything is well combined. Allow sauce to cook until slightly thickened, stirring occasionally.
  5. Reduce heat to low and gradually add shredded cheese, stirring after each addition until cheese is melted and incorporated into sauce. Remove from heat.
  6. Preheat oven to 350 degrees.
  7. Stir cayenne and black pepper into the sauce. Add salt to taste. (I added a lot because I like a lot of salt.)
  8. In a large bowl, combine cooked pasta with sauce. It will appear as though there is extra sauce. Pour mixture into a casserole dish or five or six individual serving dishes. Sprinkle with topping mixture, additional shredded cheese (if desired) and green parts of the green onions.20140208-223943.jpg20140208-223952.jpg
  9. Bake for 30 minutes until top is lightly browned and cheese is bubbling around the edges.


I thought this dish would be good but was secretly afraid it would turn out dry. Every mac and cheese dish I’ve made recently where I’ve baked it in the oven has turned out dry from the liquid completely absorbing into the noodles.

Not this time. I think I figure out the secret, too. You need to undercook the noodles at least slightly (al dente). The secret is completely rinsing (cooling) the noodles immediately after cooking. That way it takes the dish a longer time to get up to temperature once you put it in the oven. This creamy dish of pasta is a bit on the spicy side with an awesome crunch from the topping. The sage, onions and garlic all get kind of crispy fried from cooking in the bacon grease/butter. The absolute only thing I would change about this dish would be to add more bacon. I found that I wished the topping had a bit more bacon in it than what it did. Maybe I would even throw some bacon in amongst the noodles. There’s no such thing as too much bacon in a dish.


Recipe rating:  1/2


  1. I think I saw you share this on IG over the weekend and it looked and sounded so good. Bacon? Yes, please! There is something inherent with mac and cheese (baked) that it absorbs all of the liquid and is creamy for just a short time. Coincidentally, I was reading an article recently and the chef that was being interviewed said he only uses Velveeta for his mac and cheese dishes because it’s the only way he can get it to stay creamy and not dry out. He’s in the south, so that probably has something to do with it. 😉


    1. I’ve noticed two things in my mac and cheese adventures: a) it’s nearly impossible to reheat mac and cheese and have it turn out even close to the original and b) even when it starts out creamy at first bite it seems to “dry up” as it coagulates. I actually grew up on mac and cheese my mom made with Velveeta. I had it almost every Friday during Lent. I know a lot of people who balk at the cheese but I think I and appreciate its purpose:)


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