Ingredients
- 1 (8 ounce) package elbow macaroni
- ¼ cup butter
- 1 small onion, diced
- 5 jalapeno peppers, seeded and minced (Optional)
- 2 cloves garlic, minced
- 2 tablespoons all-purpose flour
- 2 cups 2% milk
- ½ teaspoon garlic powder
- ½ teaspoon seasoned salt
- ¼ teaspoon ground black pepper
- 2 dashes Worcestershire sauce, or more to taste
- 1 (8 ounce) package light processed cheese food (such as Velveeta Light®), cubed
- 2 ounces cream cheese, cubed
- 1 pinch salt to taste
- Crumb Topping:
- 3 slices bacon
- 2 tablespoons grated Parmesan cheese
- 1 jalapeno pepper, sliced into thin rings (Optional)
What Makes This Recipe So Great
Chef's Cooking Tips
- Stir the cheese sauce continuously to prevent lumps and ensure a smooth texture.
- For extra creaminess, mix in a little cream cheese along with the cheddar.
Step 1
Heat your oven to 350°F and greasing a baking dish that holds about 1.5 quarts. Bring a big pot of salted water to a boil, then cook the elbow macaroni until it’s tender but still has a little bite, about 8 minutes. Drain it well and set it aside.
Step 2
While the pasta cooks, melt some butter in a saucepan over medium heat. Toss in the chopped onion and jalapeños, cooking them until they’re just soft—around 3 to 5 minutes. Add the garlic and stir for another minute or two until it smells amazing. Sprinkle in the flour and mix it all together so the veggies get nicely coated. Slowly whisk in the milk, keeping the sauce smooth, and let it simmer gently until it thickens, which should take about 3 minutes. Turn the heat down to low.
Step 3
Season the sauce with garlic powder, seasoned salt, black pepper, and a splash of Worcestershire sauce. Stir in the processed and cream cheeses, letting them melt into a creamy, smooth sauce—this will take about 5 minutes. Taste and add salt as needed.
Step 4
Mix the cooked macaroni into the cheese sauce until every bite is coated. Pour everything into your prepared baking dish.
Step 5
Cook the bacon in a skillet over medium-high heat until it’s evenly browned and crispy, turning it a few times; this usually takes about 10 minutes. Drain the bacon on paper towels, then crumble it up. Combine the bacon with panko breadcrumbs and Parmesan cheese, then sprinkle this mixture evenly over the mac and cheese. Add some jalapeño slices on top for a little extra kick.
Step 6
Pop the dish in the oven and bake it uncovered until it’s bubbly and golden brown on top, about 30 to 40 minutes. Let it cool for about 10 minutes before digging in.

