I think I went a little over-kill on the amount of photos I took!  I think it was just one of those days - and the crazy thing about it is that I thought that I took pictures that aren’t on the camera ... so please be sure to read through the correct ingredient amounts below.  Some of the ingredient pictures are from different times that I have experimented with this recipe - those posts to come along soon!


  1. - 6 ounces dried macaroni, cooked al dente + reserve 3/4 cup pasta cooking water

  2. - 6 - 8 slices bacon, diced  (about 2/3 cup once cooked and crumbled)

  3. - 3/4 cup diced yellow onion

  4. - 3 Tablespoons unsalted butter

  5. - 2 Tablespoons all-purpose flour

  6. - 3/4 cup milk  (I used whole milk)

  7. - 2/3 cup diced tomatoes with juice  (I used canned tomatoes)

  8. - 1/2 teaspoon chicken bouillon granules

  9. - 1/2 teaspoon garlic powder

  10. - pinch cayenne pepper

  11. - couple of dashes hot sauce

  12. - 5 1/2 ounces sharp cheddar cheese, grated

  13. - 2 1/2 ounces Velveeta cheese, cubed

  14. - Optional - 2 Tablespoons sour cream *see below

  15. - Cherry tomatoes, bacon crumbles & chives for garnish (optional)


Heat a non-stick skillet over medium heat.  Cook the bacon until crisp and drain on paper towels.  Do not drain bacon drippings from skillet.  To the drippings, add the onion and cook until caramelized.  Remove the onions from the skillet with a slotted spoon and place in a small sieve to drain off excess fat.  Set aside.

In a sauté pan or wide sauce pan, melt the butter over medium to medium-low heat.  Once the butter has stopped foaming, add the flour.  Whisk the flour and butter together until a smooth light yellow sauce-like consistency emerges, about 2 minutes.  Slowly add the milk, whisking to combine and to create a paste-like then sauce-like consistency.  Cook while whisking for another 2 minutes.  Add tomatoes and their juice - and with a wooden spoon stir to incorporate them into the sauce.  Stir in the chicken bouillon granules, garlic powder, cayenne pepper and hot sauce.  Lower the heat to medium-low or low and then add the cheeses, stirring to slowly melt them together.  Once the sauce has come together, add the bacon and stir to combine.  Taste and adjust any seasonings.  *I often have sour cream handy in case I accidentally added too much hot sauce or cayenne pepper.

Then add the cooked macaroni and gently stir to mix it all together.  IF the sauce is sticking to the bottom of the pan, your heat might be too high - and/or you need to add a Tablespoon of the reserved pasta water at a time to help it revert back to the ultra-creamy texture it should have.  Reserved pasta water is a magical ingredient and can work wonders in fixing any sauce issues!  I keep any extra pasta water in the fridge (covered) if I find myself with leftovers that I am going to use the next day - because I’ve found it works beautifully - more on that later!