Sharp Cheddar Mac & Cheese Soup with Crispy Bacon

This bowl is what happens when classic American mac and cheese meets a creamy cheddar soup: tender elbow macaroni swimming in a sharp cheese broth, finished with crispy bacon bits. It is weeknight-friendly, uses everyday pantry ingredients, and lands on the table in about 45 minutes.

Why You’ll Love This Recipe

• True mac-and-cheese flavor in soup form — a butter-flour roux, sharp cheddar, and elbow pasta, not a thin broth with a handful of noodles.
• Bacon does double duty — rendered fat builds flavor in the base; crispy pieces go on top for crunch.
• Freshly shredded sharp cheddar melts smoothly — better texture and a bolder bite than pre-shredded bags alone.
• One Dutch oven (plus a pasta pot) — realistic home-cook gear, no specialty equipment.
• Leftovers reheat well with a splash of milk to loosen the cheese soup.

Ingredients

Serves 6

• 8 slices thick-cut bacon (about 8 oz), chopped
• 3 tablespoons unsalted butter
• 1 medium yellow onion, finely diced (about 1 cup)
• 2 cloves garlic, minced
• ⅓ cup all-purpose flour
• 4 cups low-sodium chicken broth
• 2 cups whole milk
• 1 cup half-and-half
• 1 teaspoon Dijon mustard
• ½ teaspoon smoked paprika
• ½ teaspoon kosher salt, plus more to taste
• ¼ teaspoon freshly ground black pepper, plus more to taste
• 8 oz dry elbow macaroni
• 12 oz sharp cheddar cheese, freshly shredded (about 3 cups lightly packed)
• 2 green onions, thinly sliced (optional, for serving)
• Extra shredded sharp cheddar, for serving (optional)

Ingredient Notes

• Sharp cheddar: Block cheese you shred yourself melts more cleanly than pre-shredded. Mild cheddar works in a pinch but tastes flatter; extra-sharp is fine if you like a tangier bowl.
• Bacon: Thick-cut holds up as a garnish. Regular sliced bacon is okay; cook carefully so it does not burn.
• Broth: Low-sodium chicken broth keeps the soup from getting too salty once the bacon and cheese go in. Vegetable broth works if you prefer.
• Dairy: Whole milk plus half-and-half gives a creamy body without the heaviness of all heavy cream. You can swap the half-and-half for heavy cream for a richer finish.
• Pasta: Elbow macaroni is classic. Small shells or ditalini also work; keep the dry weight at 8 oz.

How to Make Sharp Cheddar Mac & Cheese Soup with Crispy Bacon

1. Cook the bacon. Place the chopped bacon in a large Dutch oven or heavy 5- to 6-quart pot over medium heat. Cook, stirring occasionally, until the pieces are browned and crisp, 8 to 10 minutes. Transfer the bacon to a paper towel–lined plate with a slotted spoon. Pour off all but 1 tablespoon of bacon fat from the pot (discard or save the rest for another use).
2. Boil the macaroni. While the bacon cooks (or right after), bring a large pot of salted water to a boil. Cook the elbow macaroni until just al dente according to package directions, usually 1 minute less than the full cook time. Drain well and set aside. Do not rinse.
3. Sauté the aromatics. Return the Dutch oven to medium heat. Add the butter to the reserved bacon fat. When the butter melts, add the diced onion and cook, stirring often, until softened and translucent, 4 to 5 minutes. Stir in the garlic and cook until fragrant, about 30 seconds.
4. Make the roux. Sprinkle the flour over the onions. Stir constantly for 1 to 2 minutes until the flour looks pasty and lightly golden and no dry white streaks remain. This step cooks out the raw flour taste and thickens the soup later.
5. Build the soup base. Slowly whisk in the chicken broth, scraping up any browned bits from the bottom of the pot. Whisk until smooth, then whisk in the whole milk and half-and-half. Stir in the Dijon mustard, smoked paprika, ½ teaspoon kosher salt, and ¼ teaspoon black pepper.
6. Simmer until lightly thickened. Bring the mixture to a gentle simmer over medium heat, stirring often so nothing sticks. Reduce the heat to medium-low and simmer, stirring frequently, until the soup coats the back of a spoon, 6 to 8 minutes. Do not let it boil hard.
7. Melt the cheese. Reduce the heat to low. Add the shredded sharp cheddar a handful at a time, stirring until each addition melts before adding the next. When the soup is smooth and creamy, taste and adjust salt and pepper. If the soup seems too thick, whisk in a splash of milk or broth.
8. Add pasta and some bacon. Stir in the drained macaroni and about two-thirds of the crispy bacon. Warm through over low heat for 1 to 2 minutes. Do not boil after the cheese is in, or the soup can turn grainy.
9. Serve. Ladle into bowls. Top with the remaining bacon, optional green onions, and a little extra shredded cheddar if you like. Serve hot.

Expert Tips

• Shred cold cheese from a block and add it off a hard boil. High heat can make cheddar separate and turn sandy.
• Undercook the pasta slightly so it stays toothsome in the hot soup and does not go mushy as leftovers sit.
• Cook pasta separately for the best texture and so leftovers do not drink all the broth overnight. If you prefer one-pot, simmer the dry elbows in the soup base for about 8 minutes before adding cheese, then expect a thicker result and shorter leftover life.
• Salt at the end. Bacon, cheese, and broth all contribute salt; season after the cheddar melts.
• For smoother melting, let the shredded cheese sit at room temperature for 10 to 15 minutes while you cook.

Variations and Substitutions

• Smoky kick: Use applewood-smoked bacon and bump smoked paprika to ¾ teaspoon.
• Extra sharp + white cheddar mix: Use 8 oz sharp yellow cheddar and 4 oz white cheddar for a slightly different cheese pull and color.
• No half-and-half: Use 3 cups whole milk total, or 2 cups milk plus 1 cup heavy cream.
• Gluten-conscious thickener swap: A cornstarch slurry is not a 1:1 roux swap here; stick with the flour roux for classic mac-and-cheese texture, or serve over gluten-free elbows and keep the same method if your flour blend can handle a light roux.
• Add-ins that fit the bowl: A handful of frozen sweet corn or finely diced cooked ham stirred in with the pasta keeps the spirit of the soup without turning it into another recipe.

Serving Suggestions

Serve this as a main with a simple green salad and crusty bread or garlic toast for dunking. It also pairs well with roasted broccoli or a crisp apple-cabbage slaw to cut the richness. For a bigger comfort spread, set it next to other cozy bowls like Hearty Beef and Macaroni Soup or Broccoli Cheddar Soup.

Storage

Cool leftovers to room temperature within 2 hours. Store in an airtight container in the refrigerator for up to 3 days. The pasta will continue to absorb liquid, so the soup thickens overnight—that is normal.

Reheating

Reheat gently on the stovetop over low to medium-low heat, stirring often and adding splashes of milk or broth until it loosens back to a spoonable soup. Microwave individual bowls in 45-second bursts, stirring between each, and thin with a little milk as needed. Avoid a hard boil so the cheese stays smooth.

Make-Ahead and Freezing

• Make-ahead: Cook the bacon and shred the cheese up to 1 day ahead; refrigerate both. You can also make the cheese soup base (through melting the cheddar, without pasta) up to 1 day ahead. Reheat gently, then fold in freshly cooked macaroni and bacon before serving.
• Freezing: Full assembled soup with pasta does not freeze well—the dairy can separate and the elbows turn soft. If you want to freeze, freeze the cheese soup base only (no pasta) in an airtight container for up to 2 months. Thaw overnight in the fridge, reheat slowly while whisking, then add freshly cooked pasta and crisp bacon.

FAQ

Can I use pre-shredded cheese?
Yes, but expect a slightly less silky melt because anti-caking agents can affect texture. Freshly shredded block cheddar is worth the extra minute.

Why did my soup turn grainy?
Usually the heat was too high when the cheese went in, or the soup boiled hard after melting. Keep the heat low and stir until just smooth.

Can I make this without bacon?
Yes. Skip the bacon and start with 2 extra tablespoons of butter for the onion and roux. The soup will still be creamy and cheesy; you will lose the smoky crunch on top.

How do I keep leftovers from getting too thick?
Store pasta and soup separately if you know you will have leftovers, or thin generously with milk when reheating. Either approach works.

Is this the same as broccoli cheddar or cheeseburger soup?
No. This recipe is built around elbow macaroni and a sharp cheddar base with bacon—closer to mac and cheese in a bowl than to cheeseburger soup or loaded potato soup.

Recipe Card

Sharp Cheddar Mac & Cheese Soup with Crispy Bacon

• Prep Time: 15 minutes
• Cook Time: 30 minutes
• Total Time: 45 minutes
• Servings: 6
• Category: Soups
• Cuisine: American

Ingredients

• 8 slices thick-cut bacon (about 8 oz), chopped
• 3 tablespoons unsalted butter
• 1 medium yellow onion, finely diced (about 1 cup)
• 2 cloves garlic, minced
• ⅓ cup all-purpose flour
• 4 cups low-sodium chicken broth
• 2 cups whole milk
• 1 cup half-and-half
• 1 teaspoon Dijon mustard
• ½ teaspoon smoked paprika
• ½ teaspoon kosher salt, plus more to taste
• ¼ teaspoon freshly ground black pepper, plus more to taste
• 8 oz dry elbow macaroni
• 12 oz sharp cheddar cheese, freshly shredded (about 3 cups lightly packed)
• 2 green onions, thinly sliced (optional, for serving)
• Extra shredded sharp cheddar, for serving (optional)

Instructions

1. Cook chopped bacon in a Dutch oven over medium heat until crisp, 8–10 minutes. Transfer to a paper towel–lined plate; leave 1 tablespoon fat in the pot.
2. Cook elbow macaroni in salted boiling water until just al dente; drain and set aside.
3. Add butter to the pot. Sauté onion 4–5 minutes until soft; add garlic for 30 seconds.
4. Stir in flour and cook 1–2 minutes to form a light roux.
5. Whisk in chicken broth, then milk and half-and-half. Add Dijon, smoked paprika, salt, and pepper.
6. Simmer gently 6–8 minutes, stirring, until lightly thickened.
7. Reduce heat to low; stir in cheddar a handful at a time until melted and smooth. Adjust seasoning.
8. Stir in drained macaroni and two-thirds of the bacon; warm 1–2 minutes without boiling.
9. Serve topped with remaining bacon, optional green onions, and extra cheddar.

Notes
Keep the soup below a boil after adding cheese. Thin leftovers with milk when reheating.