Loaded Macaroni and Cheese Shells

With Thanksgiving on Thursday, I thought I would share one of my favorite side dishes: macaroni & cheese. I have loved macaroni for what seems like forever. I even went through a “picky eating” phase where it was one of the few dishes I would eat and if that didn’t make me sick of it nothing will!

For a disclaimer I am not big on your typical Thanksgiving food. I will eat some of it, but it is not a meal I look forward to or stuff my plate full of. Instead I like a few non typical sides and of course desserts!

So if you are like me and are looking for a dish you know you will look forward too or just love macaroni and need a dish to bring to your next potluck you will love this recipe!

I begin by cooking the pasta shells in salted water while also preparing the bacon a frying pan (I like bacon to be very crispy). You can really substitute any pasta shapes or stick to regular elbow macaroni. After the pasta is cooked and drained, I use the same pot to melt butter and 3/4 of the jalapeno. Then add the flour, pepper, and chili powder to the mixture and whisk to form a roux.

Pour the milk in slowly and whisk for at least 5 minutes or until the sauce has thickened. At this point add the cream cheese until melted and remove from heat. Stir in the cheddar cheese, bacon bits, cooked macaroni and pour into an oven safe baking dish, I used Pyrex. I would highly recommend Pyrex. I simply bake a dish, spoon it onto a plate to eat, put the lid back over and save it for later or if you use single serving dishes you can eat it straight from the oven (just be careful to let it cool!!).

Pour panko, crumbled bacon, and scallions on the macaroni and bake until the bread crumbs are golden. Then you have the perfect side dish for any event!


  • ¾ lb. small pasta shells
  • 3 Tbsp. unsalted butter
  • 1 large jalapeno, sliced
  • 3 Tbsp. flour
  • 1 tsp chili powder
  • pepper to taste
  • 1 3/4 cups unsweetened almond milk
  • ¼ cup whipped cream cheese
  • 2 cups shredded  cheddar cheese
  • 2 scallions, sliced
  • 5 strips thick-cut bacon
  • ½ cup panko bread crumbs
  1. Begin by dicing your jalapeno and scallions. Set aside.
  2. Cook bacon in the oven or on top of the stove. Set aside.
  3. Cook macaroni in salted water. Drain and set aside.
  4. Return  pot to stove and melt butter and jalapeno together until melted.
  5. Add flour, pepper, and chili powder to butter and whisk to form a roux.
  6. Slowly add milk to roux and cook at least 5 minutes while stirring constantly.
  7. Add cream cheese to sauce until melted and sauce is smooth.
  8. Remove pot from heat and stir in cheese, bacon bits, and cooked macaroni.
  9. Pour macaroni and cheese into one Pyrex dish (or multiple) and garnish with bacon, scallions, and panko.
  10. Bake in the oven at 375 F until panko is toasted or about 15 minutes.
  11. Serve.

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