Mysti's Sinful Macaroni and Cheese

Mysti Tillison


Okay... here it is, my super-secret recipe for the absolute best mac and cheese! My family has begged for this recipe for years, I guess it's time to share! If you're counting calories, this is NOT the recipe for you, but it is definitely worth it! Makes a wonderful potluck dish as it does make a large amount.


★★★★★ 2 votes

10 Min
40 Min


  • 6
    strips of bacon
  • 1 medium
    white onion, chopped, divided
  • 3 tsp
    dried rosemary, divided evenly
  • 1 1/2 Tbsp
    italian seasoning, divided
  • 2 Tbsp
    butter (has to be real butter, not margarine)
  • 2 c
    heavy cream
  • 1 1/2 c
    chicken broth
  • 2 c
    shredded sharp cheddar cheese
  • 2 c
    shredded monterey jack cheese
  • 1 lb
    large elbow macaroni
  • 1 c
    bread crumbs
  • 2 Tbsp
    grated parmesan cheese
  • 1 tsp
    garlic salt
  • 1 Tbsp
    corn starch

How to Make Mysti's Sinful Macaroni and Cheese


  1. Boil macaroni in salted water per package directions to desired doneness. Allow pasta to rest in water until needed. Preheat oven to 400 degrees. Grease a 9"x13" glass dish and set aside.
  2. Fry bacon until crispy, remove to plate to cool and reserve drippings. Heat bacon drippings in pan, add 1/2 chopped onion, 1 1/2 tsp rosemary, and 1 tbsp Italian seasoning. Saute until onions are caramelized. Remove to small bowl (be sure to include bacon drippings). Crumble bacon and add to this mixture.
  3. In medium sized saucepan, melt butter. Add remaining chopped onion, rosemary, and Italian seasoning. Saute until onions caramelize. Reduce heat to medium/low. Carefully pour in heavy cream and 1 cup of chicken broth, heat until boiling. Stir constantly, it will scorch easily. Add cheeses and stir until smooth and cheese is melted. Pour in bacon mixture and mix well. In small cup, mix 1/2 c. chicken broth with 1 TBSP corn starch. Blend into cheese mixture and heat until thickened. Remove from heat.
  4. Drain macaroni and pour into prepared dish. Pour cheese mixture over and mix well to coat all macaroni.
  5. Mix breadcrumbs with grated Parmesan cheese and garlic salt. Sprinkle evenly over macaroni and bake until bubbly and breadcrumbs are toasted, about 10-15 minutes. Serve immediately, store leftovers (if any!) in refrigerator.

Printable Recipe Card

About Mysti's Sinful Macaroni and Cheese

Show 16 Comments & Reviews

4th Of July Side Dish Recipes

4th of July Side Dish Recipes

Kitchen Crew @JustaPinch

The 4th of July is not the 4th of July without those delicious summer side dishes. Slaw, macaroni salad, baked beans, potato salad, corn, fruit salad, and more take your...

Last Minute Recipes For A Simple July 4th Bbq

Last Minute Recipes for a Simple July 4th BBQ

Kitchen Crew

We love the Fourth of July for its patriotism, fireworks and of course food! I'm doing my patriotic duty and hosting a barbecue. To be honest, I haven't been as...

12 Outstanding Orzo Recipes

12 Outstanding Orzo Recipes

Kitchen Crew @JustaPinch

You know those days where you’re just craving pasta but don’t want to cheat on your diet? Orzo is your answer because it’s a healthier pasta option! And it’s good...