Creamy Homemade Mac and Cheese with Bacon (No Roux Needed!)

Homemade Mac and Cheese doesn’t have to be complicated — no roux, no floury whisking, and definitely no boxed shortcuts. This version keeps things simple without sacrificing flavor or creaminess. All you need is milk, butter, cornstarch, and cheese, and you’ll have a silky smooth sauce that coats every noodle perfectly.

I usually toss in crispy bacon bits for extra flavor (because… bacon), but on busier nights I’ve also been known to dump in a whole bag of frozen peas while the pasta is boiling — kid-approved and one less dish to wash! Freshly shredded cheese is ideal for the smoothest melt, but I’ll be honest… when I’m rushed, I grab the pre-shredded bag and it still turns out delicious.

Serve it as a cozy weeknight side or make it a full meal topped with my Pan-Seared Garlic Chicken, like I did in the video. And here’s my favorite Thanksgiving tip — transfer the mac and cheese to a casserole dish, sprinkle on buttery breadcrumbs, and bake it until golden and bubbly on top. It instantly turns into a holiday-worthy dish that everyone will fight over!

Whether you keep it simple or dress it up, this mac and cheese is the kind of recipe you’ll come back to again and again.

✅ Prep Time & Cook Time

• Prep Time: 10 minutes
• Cook Time: 15 minutes
• Optional Bake Time (Holiday Style): 15 minutes

Homemade Mac & Cheese (with Bacon!)

Ingredients

• 1 box pasta, cooked and drained
• 3 cups milk
• 3 tablespoons butter
• 3 tablespoons cornstarch
• 2+ cups shredded cheese (cheddar or your favorite blend)
• ½–1 teaspoon salt (to taste)
• Bacon pieces (as much as you like)
• Optional: 1–2 cups frozen peas
• Optional Holiday Topping: ½ cup breadcrumbs + 2 tablespoons melted butter

Instructions

1. Cook pasta according to package directions and set aside.
2. In a large pan, heat milk over medium heat. Add butter and let it melt.
3. Whisk in cornstarch and bring to a gentle boil, stirring until thickened.
4. Remove from heat and stir in shredded cheese, bacon, and peas (if using) until fully melted.
5. Pour sauce over pasta and mix to coat.

To Make It Fancy (Holiday Style)
Transfer to a buttered casserole dish, mix breadcrumbs with melted butter, sprinkle on top, and bake at 350°F for 15 minutes until golden.

Creamy Homemade Mac and Cheese with Bacon (No Roux Needed!)

This mac and cheese is everything I love in a weeknight comfort dish — no roux, no fuss, just milk, butter, cornstarch, and whatever cheese I’ve got on hand. It turns out rich, velvety, and full of flavor every time. We usually stir in crispy bacon bits, but I’ve also been known to toss a bag of frozen peas into the boiling pasta for an easy add-in. Serve it as-is or top it with my Pan-Seared Garlic Chicken (featured in the video) for a full meal!

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Prep Time 10 minutes mins

Cook Time 15 minutes mins

Course: Main Course, Side Dish

Ingredients Method

Ingredients

  

• 1 box pasta cooked and drained
• 3 cups milk
• 3 tablespoons butter
• 3 tablespoons cornstarch
• 2 + cups shredded cheese cheddar or your favorite blend
• ½ –1 teaspoon salt to taste
• Bacon pieces as much as your heart desires
• Optional: Bread crumbs for topping

Method

 

1. Cook pasta according to package directions and set aside.
2. In a large pan, heat the milk over medium heat. Add butter and let it melt.
3. Whisk in cornstarch and bring to a gentle boil, stirring until thickened.
4. Remove from heat and stir in shredded cheese and bacon until fully melted.
5. Pour sauce over the pasta and mix to coat.
6. Optional crispy top: Transfer to a baking dish, sprinkle with breadcrumbs, and bake at 350°F for 15 minutes.