Mac + Cheese (Lottie + Doof Style)


This weekend a car full of my favorite ladies drove from New York to Chicago on a roadtrip. I wanted to make something delicious for them and I pretty quickly decided on Macaroni and Cheese. Mostly because, like me, my dear friend Tini can’t get enough cheese. She asks for extra cheese on everything and usually is upset because it still isn’t enough (lucky for her, she has the metabolism of a hummingbird). In honor of Tini and our mutual love of cheese, I decided to try to combine a few of our favorite things into one perfect dish of baked pasta.


I combined penne with a rich creamy sauce of sharp cheddar and Parmesan which was made even more delicious by the addition of bacon and red pepper flakes. The whole thing was topped with a buttery, crunchy layer of panko bread crumbs and extra cheese. It was perfect served with a simple herb salad, some blackberries in mint syrup and a cocktail of orange juice, proseco and Aperol. The pasta was a big hit and will definitely be a regular at our house. While this was one of the best things I have made in a while, food really does taste better when your friends are there to share it with you.  (Come back, come back!)


One of the dangers of cooking good food and having my apartment full of my favorite people is that I can get distracted. I didn’t remember to photograph this until it was almost all gone. You can take that as a testament to this mac’s awesomeness. This is the only mac and cheese recipe you’ll ever need!

Mac + Cheese (Lottie + Doof Style)

  • 6 tablespoons unsalted butter, divided
  • 3 slices bacon, diced
  • 1 cup of finely chopped yellow onion
  • 1 teaspoon red pepper flakes (or less if you would like this with less spice)
  • 2 small garlic cloves, minced
  • 3 tablespoons all-purpose flour
  • 3 cups whole milk
  • 3 cups coarsely grated sharp cheddar cheese,  divided
  • 1 cup Parmesan cheese, grated
  • 4 ounces Mascarpone or cream cheese
  • 3/4 cup panko (Japanese Breadcrumbs)
  • 1/2 cup chopped fresh parsley
  • 1 pound Penne

Melt 1 tablespoon of butter in large deep skillet over medium-high heat. Add bacon and cook until crisp. Use a slotted spoon to remove bacon to paper towels to drain. Remove all but about 3 tablespoons of fat from the pan. Add onion and saute until tender, about 5 minutes. Add red pepper flakes and garlic, stir for 1 minute. Stir in 2 tablespoons butter, allow to melt, and then add the flour and stir for a minute. Gradually whisk in 3 cups of milk; simmer until thick enough to coat a spoon, stirring frequently, about 5 minutes. Remove from heat and whisk in 2 1/4 cups of cheddar and all of the Parmesan cheese and marscapone. Return bacon to sauce and season with salt and pepper.

Melt 3 tablespoons butter in large nonstick skillet over medium heat. Add panko and stir until light golden brown, about 5 minutes. Remove from heat, stir in parsley.

Preheat oven to 375 F. Lighly butter a 13x9x2 inch glass baking dish or similarly sized gratin dish. Cook pasta in large pot of boiling water until very al dente. Drain well. Toss pasta and cheese sauce and season again with salt and pepper, if needed. Transfer mixture to prepared baking dish and top with remaining cheese and breadcrumbs. Bake until hot and topping is golden brown, about 30 minutes. Let sit for 5 minutes before serving.

96 comments to “Mac + Cheese (Lottie + Doof Style)”

  1. Thanks Tim! I made this tonight for dinner and it was amazing. If there are any other vegetarians out there who are interested in making this, i highly recommend getting a good smoked cheddar and replacing a small amount of the sharp cheddar that the recipe calls for. It tastes just like bacon! Also, for a slightly less guilty version, I sauted the onions/garlic in a garlic olive oil instead of butter, used reduced fat milk instead of whole, and used a fat free cream cheese and it tasted just as rich and heavenly! Very very yummy.

  2. I made this last night. Oh. My. God. We’re still talking about it this morning. Can’t wait for lunch. (can you believe there are leftovers?!?)

  3. Hi Tracey!
    So glad you liked the mac & cheese, it is one of my favorite things!

  4. I made this today, It was so yummi, Im vegetarian so I just left out the Bacon, but it was rly simple and didnt take long to make.

    Thanks for the recipe!

  5. I am setting my mac and cheese recipe aside to give this one a shot for our Labor Day BBQ tomorrow. I have never used cream cheese in my m&c, but can just imagine how amazing it will be! I will report back later!

  6. I can’t wait to make this! But do you think it’s ok to use fat-free skim milk?

  7. Hi Julie, The sauce will still work with skim milk, it just won’t be as good. If you wanted to cut down on fat I would use 2% or even 1% over fat-free. You can use lower fat cream cheese too.

  8. So I am back with a review of this recipe 2 1/2 months later. This mac and cheese was a HUGE hit at my party. I doubled the recipe and baked it in one of the big tin turkey containers. It went fast and a lot of people were asking if there was anymore hidden somewhere….it was THAT GOOD! My friend Javier also told me that he does not like mac and cheese, but this changed his mind.

    Thanks for such a great recipe!

  9. yay! glad to hear that the mac and cheese is working out for everyone. so glad you enjoyed it, thanks for letting me know.

  10. chicagoskinpro says:

    November 28th, 2010 at 11:32 am

    We tried this recipe last night and it was a hit! By far THE most amazing mac n’ cheese recipe I have ever tried- hands down! I have now been trying to convince all my friends that this is THE IT Mac n’ cheese by sending them to your blog.
    Thank you so much!

  11. Found your recipe on DailyCandy and I just made it last night for a potluck and it turned out amazing! Really delicious – the perfect balance of different flavors, and it was so pretty coming out of the oven. I will definitely keep making this – I just can’t go back to regular mac ‘n cheese now!

  12. Thanks for letting me know, Tai! So glad you liked it.

  13. I just made this tonight. It was wonderful! Another great recipe among many on your blog. Thank you so much!

  14. This looks amazing! Have you ever tried adding crab meat to this? Any suggestions?

  15. Hey Mia, I don’t really eat crab, so I don’t know. Maybe someone else will! Anyone?

  16. I make this quite frequently and just realized I haven’t left a comment yet! It’s so good – I’ve made it quite a few ways too and it’s never turned out anything short of perfect. Today, I used pancetta in place of the bacon, left out the onions (didn’t have any on hand) and used fat-free half & half in place of the milk – still perfect! This is truly my go-to mac and cheese recipe and it never fails to impress. Bravo, Tim! It’s so good and that’s from a true mac and cheese connoisseur! Haha, again, thanks for the more-than-fabulous recipe.

  17. just had this for dinner tonight while it was all snowy and blustery out…perfect! thank!

  18. I made this for a family gathering recently and it almost *gasp!* upstaged my grandmother’s glorious Italian cooking. Controversial, haha, but it was a complete hit. Thanks for the genius recipe!

  19. Wow! That is a great compliment. Glad you liked the mac & cheese!

  20. I’ve made this a bunch of times and it’s always great but tonite I omitted the bacon and just added about a teaspoon of smoked paprika and it tastes almost the same. And definitely as delicious! For those times you want this to be a little “lighter”…

  21. It’s a cold night in Newcastle and I left work on time for the first time in a month! I poured a glass of red and made this dish… but I also added peas (‘cos I adore them) and some chevrette I had in the fridge. And sourdough breadcrumbs. And it was delicious!
    Thank you! I am loving your site (Kristin put me onto you when I visited Chicago recently… I followed a few of your restaurant recommendations and I also happened upon The Purple Pig and we thought it was outrageously good!)

  22. My colleagues Sophia and Lisa are currently salivating having introduced the smell of this dish into the office. There’s no f’ing way I’m sharing either.

  23. Even though you posted this recipe a couple years ago, it’s no surprise you’re still getting rave comments! And here’s another one:

    We made this last night, subbing 1/3 of the pasta for cauliflower, and it was amazing! My husband was only moderately excited about this recipe until I told him it was from the same blog as the *corn pesto* (!) and then he couldn’t wait. Boy, we weren’t disappointed. We made it with bacon but I try to eat vegetarian most of the time, so when we make this again, we’ll be using your tip of smoked salt. Thanks for another fabulous recipe!

  24. I made this for a Mac and Cheese cook-off last night organized by a friend. Out of 8, mine was the winner!!! Great recipe!!

  25. I made this tonight. Everyone raved, even my child who is extremely picky. It’s a wonderful recipe! Thank you so much.

  26. Yuuummmm!! And that spoon…it keeps jumping off the page at me….I just want to eat off of it!

  27. I made this last night and my husband literally chortled before exclaiming, “oh, honey!”. Thanks for a great recipe/blog.

  28. I don’t know how I ended up on your blog… but I am so glad I did!! Great recipe!!

  29. I am a TERRIBLE cook…but this dish is foolproof and absolutely fabulous!! I lost the blog site and had to scoure the web to find it again. Thank goodness! You’ve satisfied our craving, thanks a million!

  30. I have to tell you, I think my search for macaroni and cheese recipes ends here. This dish manages comfort, balance, and sophistication; brilliant. I particularly love the combination of the three cheeses (Mascarpone, yes!), red pepper’s whisper of heat, and the airy crunch of panko. Delicious. Of course, lardons hurt nothing.

  31. uggghhhh i have a fridge full of beautiful farmers market vegetables, but i only want this…. and rosti…

  32. Kimberly says:

    July 1st, 2014 at 6:16 pm

    Made this yesterday and it was a big hit with my family. I did omit the red pepper flakes since we aren’t fans of spicy food and I used Gruyere cheese (my favorite). It. Was. Delicious! Thanks for a great recipe. Took a bit of time and effort to put together but it was totally worth it.

  33. I bookmarked this recipe ages ago and finally made it as part of a New Year’s Eve dinner with my family.

    This was the best mac & cheese I’ve ever made. Ever. I LOVE mac & cheese, but for some reason I just never hit on The One recipe for mac & cheese that I knew would deliver flavor that was creamy, exciting, and classic but memorable.

    I was worried that the bacon would overwhelm the flavor, but it heightened the richness of the cheese. (DON’T SKIP THE BACON.) Mixing the parmesan into the actual sauce was a great idea. Parsley made the whole thing attractive and fresh-looking. I used 2 oz of cream cheese instead of 4 oz of mascarpone, but next time I’m going to go all-out.

    They say that using white cheddar doesn’t really affect the flavor, but I love an elegant white mac & cheese, and that’s what I made. Perfect with the penne.

    Thank you, thank you, thank you for this recipe! I’m going to make it over and over.

  34. Hi Sheera! So happy to hear this. Thanks for letting me know you tried it.

  35. I just made this and it was incredible! So flavorful and gooey and a little freshness with the parsley. Thank you!!

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