Macaroni and Cheese with Garlic Panko


This is no ordinary macaroni and cheese. It is a stove top dish. No oven is needed. There are bacon, caramelized onions, and garlic panko topping. I love the little sweetness and smokiness from the onions, and I can taste the bacon in every bite. The panko give some perfect crunch. The flavors are amazing! I have made this recipe many times, and after many tries, I am finally happy with my cheese choices. This is definitely my go-to mac and cheese recipe. I hope you will like it too!


Macaroni and Cheese with Garlic Panko (Adapted from Carla Hall vs The Chew)

2 servings


–   8 ounces elbow macaroni

–   5 bacon strips (diced)

–   1½ tablespoon flour

–   1 tablespoon unsalted butter

–   ¾ cup whole milk

–   ½ cup grated Swiss cheese

–   ½ cup grated extra-sharp cheddar cheese

–   2 ounce cream cheese

–   1½ tablespoon fresh parsley (finely chopped)

–   salt

–   ground black pepper

Caramelized Onions:

–   1 large white onion (diced)

–   1½ tablespoon unsalted butter

–   salt

–   ground black pepper

Garlic Panko Topping:

–   ½ cup panko breadcrumbs

–   1 clove garlic (minced)

–   ¼ teaspoon unsalted butter

–   salt

–   ground black pepper


  1. For the onions, in a medium skillet over medium heat, melt the butter. Add the onion, season with salt and cook until sweet and brown, about 20 – 25 minutes, stirring occasionally. Transfer the caramelized onions to a small bowl. Set aside.
  2. Meanwhile, to make the panko topping, in another medium skillet over medium heat, melt the butter. Add the garlic and panko. Season with salt and pepper. Mix well and cook until the breadcrumbs are golden brown, stirring often. Transfer to a small bowl. Set aside to cool.
  3. Bring a large pot of water (salted) to a boil over high heat. Cook the pasta until tender but still firm to the bite, stirring occasionally. Drain and rinse the pasta under cold water. Set aside.
  4. Line a paper towel on a small plate. Set aside.
  5. In a medium saucepan over medium heat, cook the bacon until crispy. Remove the bacon and reserve drippings in saucepan. Place the bacon to the prepared small plate to absorb extra grease. Back to the saucepan, reduce the heat to medium-low, add the butter. Stir in the flour and whisk the mixture until smooth. Whisk in the milk and stir until thick, about 2 minutes. Add the Swiss and cheddar cheese. Stir in the cream cheese and mix until smooth. Add the caramelized onions, bacon, and pasta. Turn up the heat to medium; mix and cook until everything is heat through, about 4 – 6 minutes. Season with salt and pepper to your own taste. If the mixture is too thick, add some more milk. Transfer to a serving bowl. Top with panko and parsley. Serve immediately.


  1. Panko topping can be make 1 day ahead. Store in a zip-log bag.
  2. There may be leftover panko topping. Since some people may like to add a lot, it is better to make extra. You can use the leftover panko on fish and other pasta dishes.

Source: Read


12 thoughts on “Macaroni and Cheese with Garlic Panko

  1. I was craving something cheesy and rich and warm. I like that there is no need to broil the crumb topping. All on the stove, easy peasy!

    • Thanks Kelly! This is my go-to mac & cheese recipe. I love the panko and caramelized onions. Crunchy and sweet. Definitely satisfying!

    • Thanks for your sweet comments. The addition of bacon and caramelized onions really take this mac and cheese to another level. I hope you will give this a try.

  2. I’ve never made mac n cheese at home, but I love the restaurant ones with the crumbly topping. As soon as I saw the panko topping, I knew I’d have to try and make this version!

    • I am surprised that you have never made mac and cheese at home. The panko topping is great. There is more than enough topping for the whole dish. Everyone gets the crunchy topping that they want. 🙂

    • Thank you for stopping by, Kiran. Because there are tons fo caramelized onions in the dish, it may not feel as cheesy as you think. Hope you will try this.

    • Thanks, Anne. A delicious bowl of mac and cheese is definitely comforting. The sweetness from the caramelized onions and the crunchiness from the panko make this mac and cheese interesting and special. Let me know how it goes if you try it.

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