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Breakfast Macaroni and Cheese

Mac and cheese is an “anytime of the day” meal or treat. But served for breakfast or brunch, on the same plate next to eggs, biscuits, and gravy, elevates this most beloved ‘side’ to center plate.

Course Breakfast
Cuisine American
Servings 6 people
Author Belinda Smith-Sullivan


  • 1 pound cavatappi or elbow pasta
  •  6 tablespoons unsalted butter, divided 
  • 4 cups whole milk 
  • 1 large clove garlic, smashed
  • 1⁄2 teaspoon dried thyme
  • 1 bay leaf
  • 1⁄2 onion, studded with 1 whole clove 
  • 1 teaspoon dry mustard
  • 1 pound thick-sliced bacon, cut crosswise into 1⁄2-inch pieces 
  • 1 jalapeño pepper, seeded and small diced 
  • 1 red bell pepper,   seeded and diced
  • 6 tablespoons all-purpose flour 
  • Kosher salt, to taste 
  • White pepper, to taste 
  • Pinch of freshly grated nutmeg 
  • 3 cups grated sharp cheddar cheese 
  • 3 cups grated aged Gouda cheese 
  • 1 tablespoon chopped basil, divided 
  • 1⁄2 cup Parmesan cheese 
  • 1⁄4 cup breadcrumbs


  1. Preheat oven to 375° F. In a large pot of salted water, cook pasta until al dente, 5–7 minutes. Drain and toss with 2 tablespoons butter. Set aside. 

  2. In a large saucepan, add milk, garlic, thyme, bay leaf, onion with clove, and mustard. Warm over medium-low heat until milk starts to steam, about 10 minutes. Remove from heat, set aside, and let the flavors infuse. 

  3. To a medium skillet over medium heat, cook bacon until crispy. Remove with a slotted spoon and drain on a paper towel-lined plate. Sauté jalapeño and bell pepper until soft. Remove and transfer to another paper towel-lined plate. Strain the milk, discarding the solids. To a 10-inch ovenproof skillet over medium heat, add remaining butter and flour. Whisk for 3–4 minutes. Do not let brown. 

  4. Whisk the milk into the roux to avoid lumps. Continue to cook, whisking constantly, until thickened, 3–4 minutes. Remove from heat and season with salt, white pepper, and nutmeg. Add the cheddar and Gouda and stir until melted then add the cooked pasta, peppers, half of the bacon, and half of the basil, stirring to thoroughly combine. You can bake this in the skillet, or transfer mixture to a casserole dish.

  5.  In a small bowl, combine Parmesan, breadcrumbs, and remaining basil and sprinkle over the top along with remaining bacon. Bake for 25–30 minutes until golden brown and bubbly. Let rest 15 minutes before serving. 

Recipe Notes

Recipes and photos are reprinted from LET’S BRUNCH by Belinda Smith-Sullivan. Photograph by Susan Barnson Hayward Gibbs Smith/September 2020.