I haven’t exactly been on a health kick lately.  When there’s no immediate need to be in a bathing suit its quite easy to stuff your face with cookies and cheesy, buttery goodness all day long.  But I just decided I’m starting a health cleanse on November 1st which means I have to get in as much fattening and delicious food as I can until then. It doesn’t get much fattier and deliciouser (I know it’s not a word) than mac and cheese! Generally I don’t need much more in my mac and cheese than, well, mac and cheese. This recipe has tons of other stuff in it but its still very, very good – especially the bacon on top!


  • Salt and black pepper
  • 1 pound pasta of your choice (I used Cavatappi)
  • 4 ears corn, husked
  • Extra virgin olive oil
  • 1/4 pound bacon (about 4 good size slices), chopped into 1/2-inch pieces
  • 1 baking potato, peeled and diced into 1/4-1/2-inch pieces
  • 1/2 tablespoon Old Bay Seasoning (I didn’t have Old Bay so I sprinkled a little bit of every spice in my pantry in the dish, its pretty much the same thing)
  • 2 stalks celery, chopped
  • 1 red chili pepper, such as Fresno, seeded and chopped (skip this if you’re spice wuss)
  • 1 small red bell pepper, chopped
  • 1 small red onion, finely chopped
  • 4 cloves garlic, finely chopped
  • A few sprigs thyme, chopped (I used a teaspoon of dried thyme)
  • 3 tablespoons butter
  • 2 tablespoons flour
  • 2 cups whole milk
  • 1 teaspoon dry mustard (I skipped this too)
  • About 1/2 teaspoon cayenne pepper
  • A few grates fresh nutmeg
  • 1 cup grated Parmesan cheese
  • 1 1/2 cups shredded sharp cheddar cheese, divided


1. Position a rack in the middle of the oven and pre-heat the broiler. Get all your veggies etc. chopped and ready – you may need two cutting boards.

2. Bring a large pot of water to a boil, salt it, add the pasta and cook to al dente. Drain the pasta and return it to the pot.

3. Place a small bowl upside down in a large bowl. Stand each ear of corn on the small bowl and scrape down the kernels. (Such a great tip for getting the kernels off corn, I used to end up with corn kernels flying into my living room – thanks Rachel Ray!)

4. Heat a skillet over medium-high heat. Add a drizzle of olive oil and the bacon and cook until crisp. Using a slotted spoon, transfer the bacon to a paper towel-lined plate.

5. Add the corn, potato and Old Bay (or whatever spices you replace it with) to the bacon drippings in the skillet and brown for 5 minutes, stirring occasionally. Add the celery, chili pepper, bell pepper, onion and garlic; season with the thyme, salt and pepper. Cook, stirring occasionally, until softened, 8-10 minutes.

6. While the potato mixture is cooking, melt the butter in a medium size saucepan over medium heat. Whisk in the flour, then the milk; season with the mustard, cayenne, nutmeg, salt and pepper. Cook until the sauce is just about to boil and thick enough to coat a spoon; reduce the heat to low. Stir in the Parmesan cheese.

7. Add the corn-potato mixture and the cheese sauce to the pasta in the pot and stir together. Transfer to a casserole or serving dish, top with the remaining 1/2 cup cheddar cheese and bacon and broil until brown and bubbly, about 3-5 minutes. Serve immediately.


Source: Adapted from RachelRay.com