Please Keep The Blue Box Away From Me

Caramelized Onion & Bacon Mac & Cheese


My kids are pretty normal kids when it comes to food tastes. Normal as in they prefer simple foods like hot dogs that have ketchup and mustard on them and nothing else. Whereas when I eat a hot dog, that bad boy better be covered in onions, sauerkraut, relish, cheese, ketchup and spicy mustard. Plus, it had better be Oscar Mayer or Nathans, not “Joes Brand Hot Dogs.,..made with all beef lips”. They like ice cream, but are perfectly content eating the container of vanilla I bought last year and forgot about, that has now gotten horribly freezer burned (“there isn’t anything wrong with this ice cream, momma”). When I eat ice cream, it usually has some weird name and bigger price tag as well as a much higher fat content 😛

It’s the same with mac and cheese. My boys (and sadly, my husband too hehe) are perfectly content with mac and cheese from the little blue box. Or even worse, from a box that has the store brand name on it and is made with something that may or may not have had intimate relations with real cheese about 15 generations back. On the days when I don’t feel like cooking, boxed mac and cheese and hot dogs is considered a wonderful, gourmet meal. Obviously, none of my kids are going to grow up and try to emulate James Beard. Though, in their defense, my three older and moved out kids all seem to have inherited my “cooking gene” and love to cook as well as experiment with food that goes beyond beef lip hot dogs.

So last night, when I made the following mac and cheese, I knew that the adults would like it (my daughter and her family were over) as well as my 2 year old grandson Lukas (Lukie… hey, we’re in the south. If a name can be changed and made to end in “ie”, we’ll do it). He will eat anything. I try to put the cats up when he is visiting… and cardboard…and his uncles…and…well, you get the point. He is the rare child who isn’t picky. The reactions were about what I expected, especially from Zachie (see?) my 15 year old. “Ewwww, I might have eaten it if you hadn’t put those onion “things” in there.” From Jordan (hard to put an “ie” on the end of his) “Whet ate the brown things in there, momma?”. From Joshie, “I don’ wanna eat, momma”. Gee, never would have guessed that was coming *rolls eyes*. From Lukie, <insert gobbling, slurping noises here>.

Personally, I thought it was pretty darn tasty and I will definitely be having leftovers tonight for my own dinner. So what was this, you ask? Well, it wasn’t blue box, that’s for sure. I made a wonderful creamy cheese sauce and mixed in a good amount of caramelized onions and enough bacon that our arteries are probably still screaming in pain even now. This was rich and creamy without being overwhelmingly so. The onions added a nice caramelized nutty sort of flavor and the bacon mixed with the cheese sauce and the macaroni was just heaven on a spoon. Yes, I used a spoon, not a fork. I didn’t want to miss any of the sauce.

You really need to try this. The sauce whips up quickly and is based on one I found on Martha Stewart’s web site and with no powdered cheese in sight. Tender pasta, creamy gooey cheese, meaty bacon and nicely browned onions. I mean really… what more do you need? Except maybe ice cream with a high fat content for dessert.

Caramelized Onion & Bacon Mac & Cheese

  • 1 lb elbow macaroni (or any other type of pasta you prefer), cooked and drained. Make this when you start the cheese sauce
  • 6 tablespoons unsalted butter
  • 1/3 cup flour
  • 3 cups milk (use what you’d like. I used 2%)
  • 1 lb medium sharp cheddar cheese
  • 8 ounces monterey jack cheese (if not jack, make sure it is a nice sharp cheese)
  • 1 teaspoon kosher or sea salt
  • 1/2 teaspoon chipotle powder (don’t worry; doesn’t make this spicy. Just adds a little something. If you are totally against chipotle, try smoked paprika)
  • 1/4 teaspoon garlic powder
  • 4 medium to large onions
  • 3 tablespoons olive oil
  • 1 lb good quality bacon, chopped and cooked
  1. Slice your onions in thin rings, Add the olive oil to a large wide bottomed pan and let heat for about 30 seconds.
  2. Add in the onions and cover the pan. Cook the onions over medium low heat, stirring frequently, until they are soft and golden brown. Do NOT rush this process. It will take about 30 to 40 minutes to get nicely caramelized onions. If you turn the heat up, yep, they will brown, but that is fried onions and there is a definite taste difference. Fried onions can get a bitter edge to them. When done, set them aside and preheat your oven to 350 degrees.
  3. Melt the butter in a large sauce pan over medium heat. Whisk in the flour and continue to cook, whisking for about 3 minutes or so.
  4. Slowly add the milk, whisking as you do. Cook, stirring constantly, until the sauce comes to a gentle boil and thickens. This will take about 8 to 10 minutes.
  5. Add in the cheeses, salt, chipotle and garlic powder. Stir until the cheese melts. Add in the caramelized onions and the bacon pieces
  6. Pour the sauce over the cooked pasta. Pour everything into a buttered 13×9 glass dish or individual ramekins. Top with more shredded cheese and if you’re hating your arteries, more bacon.
  7. Cook in a 350 degree oven for just about 10 minutes; just long enough to melt the cheese on top and firm up the mac and cheese.
  8. Serve this oooey gooey goodness to your favorite people. Including two year olds who will eat cardboard.

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38 thoughts on “Please Keep The Blue Box Away From Me

  1. You folks will notice that she didn’t say anything about me rejecting this dish. Bacon, caramelized onions… what’s not to like?

  2. Excuse me? This is the south. All boys are referred to as, “Bubba”. (ask my son Jon/Bubba)

    This looks AHHHHH-mazing! I’d use a spoon for myself…and to eat the leftovers from anyone who didn’t finish theirs.

  3. Yum! I made a mac n’ cheese with bacon and caramelized onions a while back after falling in love with it in Vegas recently. I love homemade macaroni and cheese but have to admit I do love the blue box variety too!

  4. My daughter would rather have the blue box than almost anything I could make her. Darn it; my foodie genes didn’t get passed on to her~ I’d much rather have yours!

    • Liz, I say we feed our kids all the stuff they like and let them suffer watching us eat things like this. Work for you? buahahaaaaa

  5. You should come make this for my brood. Apparently I stink at mac n cheese. The kids ask their dad to make it. I think it’s cuz I don’t eat it so I don’t know how to get it to taste just right. I have the same problem with eggs. And coffee. Seriously, how am I a foodie.

    To recap- come make this!

    • Kim, I don’t do great with coffee myself. I don’t often drink it so it seems that I make it too strong when I do lol.

  6. Looks good to me, Janet! Honey Bunny will eat the stuff out of the blue box….. but we’d both much rather have this!

    • Ann, I am glad you and honey bunny would rather have this. All my illusions were going to be shattered if you preferred the blue box

  7. We don’t like macaroni with fake cheese dust in blue boxes but, than again, we don’t have kids. We also don’t make the real stuff because of the obvious health concerns. Notice that I said we don’t make it. I didn’t say we wouldn’t eat it if you made it. Is next weekend good for you?

  8. Looks fabulous! My kids are the same way. I hate the blue box stuff, but they adore it. I’ve been playing around with different mac ‘n’ cheese recipes, but haven’t found *the one* yet. Your version is going on my list! (Lovely photograph, by the way!)

  9. Maybe I’m just having trouble reading, but I don’t see an amount for the milk (and if it matters if it’s skim versus 2% versus full fat).

  10. I too, am guilty of having the little blue box from time to time during student days. What? You mean ghetr’s no cheese in that? Hehe

    Love adding bacon and crazy amount of cheese, after all, it is Mac N’ Cheese!

  11. Have always had a problem getting my mac and cheese to be creamy and not dry but will definitely be trying this out. Could eat caramelzied onions by themselves! Finally found someone else who knows a 2-year old that eats cardboard. My son used to eat the boxes my avon orders came in lol

  12. Perfect, except for the onions. Being I’m in Georgia, had to be Vidalia’s. Now it’s perfect!!! This isn’t fatting is it? Good, another helping please!!

  13. Sounds wonderful…Also in the south instead of “ie” we also refer to boys as “son” whether they are ours or someone elses’!

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