Main Courses
This BB King-inspired mac and cheese delivers the perfect marriage of smoky bacon crunch and velvety, stretchy cheese that clings to every noodle. 🔥 The secret lies in a slow-cooked roux that builds deep, nutty flavor, while crispy bacon bits add a satisfying contrast that makes each bite unforgettable.
I've perfected this recipe after years of testing—it's the kind of mac that transforms ordinary weeknights into special occasions without requiring fancy techniques.
The foundation begins with a rich, golden roux cooked low and slow until it reaches that perfect nutty aroma, then layered with sharp cheddar, Gruyère, and a touch of cream cheese for that signature Southern creaminess.
While the cheese melts into a luscious sauce, the pasta absorbs it completely, creating that coveted "stretch" that makes mac and cheese so irresistible. The crispy bacon topping isn't just decoration—it's the game-changer that adds smoky depth and satisfying texture in every bite.
What you'll end up with is a dish that's equal parts comforting and sophisticated—creamy yet substantial, with that perfect balance of rich cheese and smoky bacon.
The aroma alone will have everyone gathering at the table, and the first bite delivers on that legendary mac and cheese experience we all crave. This recipe serves six, but be warned: it disappears just as quickly.
Best served fresh from the oven with a sprinkle of fresh parsley, but it reheats beautifully for leftovers.
The sauce stays creamy and the bacon maintains its crispiness, making this the ultimate crowd-pleaser for holidays, game days, or whenever you need a dish that feels like a warm hug in bowl form. Let's get cooking!
Ingredients for bb king mac and cheese
Six ingredients make the base, plus bacon and spices for that legendary BB King flavor.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lb | Medium or elbow shape preferred |
| Unsalted Butter 🧈 | ¾ cup | Cold, cut into small cubes |
| All-Purpose Flour 🌾 | ½ cup | For perfect golden roux |
| Sharp White Cheddar Cheese 🧀 | 1 ½ cups | Shredded, block preferred |
| Gruyère Cheese 🧀 | 1 cup | Shredded, nutty flavor |
| Cream Cheese 🧀 | 4 oz | Full-fat for creaminess |
| Heavy Whipping Cream 🥛 | ½ cup | Full-fat for richness |
| Thick-Cut Bacon 🥓 | 1 ¼ lb | Smoky flavor, crispy texture |
| Yellow Onion 🧅 | 1 whole | Diced, for roux base |
| Garlic Cloves 🧄 | 4 cloves | Minced, aromatic boost |
| Fresh Parsley 🌿 | ¼ cup | Chopped, for garnish |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Smoked Paprika 🌶️ | ½ tsp | For BB King smoky touch |
| Cayenne Pepper 🔥 | ¼ tsp | Adjust for heat preference |
The cheese trio is non-negotiable. Sharp white cheddar for tang, Gruyère for nutty depth, and cream cheese for that signature Southern creaminess. I grab the cheddar from Whole Foods—their block version shreds perfectly, unlike pre-shredded which gets clumpy. Gruyère is worth the splurge at specialty stores, but the regular grocery store stuff works if it's fresh. The bacon? Thick-cut from Costco—it crisps up beautifully and adds that smoky punch. Don't skip the smoked paprika; it's what gives this dish that authentic BB King vibe.
No Gruyère? Swiss cheese works in a pinch, but you'll lose some of that nutty complexity. Fresh out of parsley? Dried will do, but use half the amount. The roux is where the magic happens—cook it low and slow until it's a deep golden brown. That nutty aroma? That's your cue it's ready. For the bacon, cook it crispy and drain on paper towels to keep it crunchy. If you're feeling fancy, toast your spices in the bacon fat before adding them to the roux—game changer.
This reheats like a dream—just add a splash of milk to loosen it up. Keeps for 4-5 days in the fridge, but honestly, it disappears faster than that. Freezes beautifully for up to 3 months if you're planning ahead. I always make a double batch because it's that good. Store leftovers in an airtight container, and save the bacon fat for future cooking—it's liquid gold.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe—just elbow macaroni, butter, flour, and those two cheeses (sharp cheddar + Gruyère) melted together. No separate saucepan, no sticky mess, no stress. Honestly, it’s the kind of dish that makes me question why I ever bought fancy pasta tools.
- Cheese Overload: Between the sharp cheddar’s tang and Gruyère’s nutty depth, this sauce is ridiculously good. The flour roux thickens it just right—creamy but not gloppy—so every bite has that perfect pull-apart texture. (Yes, even on a Tuesday night.)
- Leftovers? No Problem: This mac and cheese reheats like a dream—crispy edges soften just enough to stay creamy. I make a big batch on Sundays, and it’s still my go-to for lazy lunches or post-workout snacks. My roommate’s favorite, weirdly enough.
- Budget-Friendly Luxury: Gruyère’s the star, but it stretches far thanks to the cheddar’s affordability. Plus, elbow macaroni’s cheap, and butter/flour are pantry staples. It’s the kind of comfort food that feels fancy without breaking the bank. (Between us, I’ve served it at dinner parties.)
Step-by-step instructions for BB King mac and cheese
Here's how to make this legendary dish with smoky bacon and ultra-creamy stretch.
🔥 Step 1: Cook the Bacon to Crispy Perfection
Start by placing the 1.25 lb thick-cut bacon on a rimmed baking sheet lined with parchment paper. Cut the bacon into ½-inch pieces for even cooking. Bake at 400°F for 15-18 minutes, flipping halfway, until deep golden brown and crispy. Real talk: don't skip this step—those crispy bacon bits are the secret to the BB King crunch.
Once done, transfer the bacon to a paper towel-lined plate to drain excess fat. Reserve ¼ cup of the bacon fat for the roux (yes, it's liquid gold). Here's the thing—this bacon fat adds incredible depth of flavor that store-bought bacon can't match. Save the remaining bacon for topping later.
🍳 Step 2: Build the Ultimate Smoky Roux
In a large, heavy-bottomed pot over medium heat, melt the 0.75 cup cold unsalted butter cubes along with the ¼ cup reserved bacon fat. You'll see the butter foam and then settle—this is normal. Add the 1 whole yellow onion (diced) and cook for 5 minutes until softened.
Now stir in the 0.5 cup all-purpose flour and cook for 2-3 minutes, stirring constantly, until you have a golden brown roux (it should smell like heaven). This is the flavor foundation—don't rush it. If it starts to darken too quickly, reduce the heat slightly. Here's where the magic happens: the roux will give your mac and cheese that velvety texture we all crave.
🥘 Step 3: Create the Cheesy Sauce Base
Slowly whisk in the 0.5 cup heavy whipping cream, making sure to scrape up any browned bits from the bottom of the pot. These bits are packed with flavor—don't waste them! Add the 4 cloves minced garlic and cook for 1 minute until fragrant.
Now it's time for the cheese party. Reduce heat to low and gradually add the 1.5 cups shredded sharp white cheddar, 1 cup shredded gruyère, and 4 oz cream cheese, stirring constantly until completely melted. If the sauce starts to thicken too much, add 2-3 tablespoons of the pasta water (we'll save some later). This is the moment that matters: you want a sauce that's thick enough to coat the pasta but still silky smooth.
🍳 Step 4: Cook the Pasta and Combine
While the cheese sauce simmers, cook the 1.5 lb elbow macaroni in a large pot of salted boiling water (it should taste like the ocean) until al dente (about 1 minute less than package instructions). Reserve 1 cup of pasta water—this starchy liquid is your secret weapon for the perfect sauce consistency.
Drain the pasta and add it directly to the cheese sauce. Stir gently to coat each noodle evenly. If the sauce seems too thick, add some of that reserved pasta water 1 tablespoon at a time until you reach that perfect creamy consistency. The reason we wait until now to combine is that the residual heat from the pasta will help melt any remaining cheese and create that signature stretch.
🔥 Step 5: Finish and Serve with Crunch
Return the pot to low heat and stir in the 0.5 tsp smoked paprika, 0.5 tsp black pepper, 0.25 tsp cayenne pepper, and 1.5 tsp salt. Taste and adjust seasoning—this is where you can play with the heat level to your preference. The sauce should be rich, slightly spicy, and perfectly seasoned.
To serve, transfer the mac and cheese to a large bowl. Top with the crispy bacon pieces and 0.25 cup chopped fresh parsley. Here's the thing about BB King mac and cheese—it's all about that perfect balance of creamy, cheesy goodness with that satisfying crunch from the bacon. Serve immediately while hot, with extra bacon on the side if you're feeling extra indulgent.
Pro Tips For Making Bb King Mac And Cheese
- MELT CHEESE SLOW: Low heat is your friend here—simmer the roux at 160°F (70°C) or lower for 10-15 minutes. I burned my first batch because I rushed it, and the flavor turned grainy. Gruyère and cheddar need patience to fully emulsify without breaking.
- GRATE CHEESE FINE: Use a box grater for sharp white cheddar and Gruyère—no food processor, no pre-shredded junk. The finer the shreds, the smoother the sauce. (Yes, even if it feels like overkill.)
- SALT THE PASTA WATER: Add 1½ tablespoons salt to the pasta water—this recipe’s butter and cheese are unsalted, so the noodles need flavor from the start. Taste the water; it should taste like the sea.
- TOAST THE FLOUR: Cook the flour in butter for 2 minutes before adding milk—just until it’s golden and smells nutty. This builds flavor faster than skipping it. (I know, I know, but trust the process.)
Creative variations of this dish
BB-Inspired Smoky Twist
For that authentic BB King flavor, I add 1 tbsp smoked paprika to the roux and ½ tsp liquid smoke (like Coltman's) to the finished sauce.
This gives it that signature smoky depth without overpowering the creamy cheese. 🌶️ The key is balancing the smokiness with a pinch of cayenne pepper—just ¼ tsp adds heat without dominating.
Protein Upgrades
Swap the bacon for crispy fried chicken—use 1.25 lb buttermilk-brined chicken thighs baked at 400°F for 25 minutes. The crispy skin adds a Southern twist that pairs perfectly with the cheese.
For a heartier option, stir in ½ lb pulled pork at the end—just warm it through before serving.
Cheese Variations
Want extra richness? Replace ½ cup Gruyère with ½ cup sharp white cheddar and add 4 oz smoked Gouda for a deeper, meatier flavor. For a lighter version, use ½ cup part-skim mozzarella instead of cream cheese—it keeps the sauce creamy but slightly tangy.
I’ve also tried blue cheese crumbles for a bold twist!
Crunchy Toppings
Skip the bacon and go for crushed pork rinds—toss ½ cup with 1 tbsp melted butter and ½ tsp garlic powder before sprinkling on top. For a veggie option, add ¼ cup toasted breadcrumbs mixed with 1 tbsp smoked paprika for a crispy, smoky finish. 🥓
Spicy Heat Levels
Adjust the cayenne to taste: ¼ tsp for mild, ½ tsp for medium, or 1 tsp for extra heat. For a smoky kick, add ½ tsp chipotle powder to the roux. I also love finishing with hot honey drizzle—just 1 tsp adds sweetness and heat that balances the richness.
Make-Ahead Magic
Prepare the sauce ahead and refrigerate for up to 2 days. Reheat gently with 2 tbsp milk or broth to loosen it. For the bacon topping, crisp fresh pieces and add them just before serving so they stay crunchy.
This is a game-changer for meal prep—just reheat and top! ⏰
Nutrition facts
Frequently asked questions
Why does this recipe use both sharp cheddar and Gruyère?
The sharp cheddar provides that signature tangy kick we love in mac and cheese, while Gruyère adds nutty depth and a velvety texture. Together, they create the perfect balance of sharpness and creaminess that makes this dish so irresistible. The Gruyère also melts more smoothly, giving that signature stretch we all crave.
Can I make this recipe without bacon?
For a vegetarian option, try crushed pork rinds mixed with smoked paprika for topping, or toasted breadcrumbs with garlic powder. If you want meat, swap in crispy fried chicken or pulled pork—both add fantastic texture and flavor. The key is maintaining that satisfying crunch contrast.
How do I prevent the mac and cheese from getting gummy?
Never rinse the cooked pasta—those surface starches help the sauce cling beautifully. If the sauce seems too thick, add reserved pasta water 1 tablespoon at a time until silky smooth. Also, avoid overcooking the pasta initially—it should be 1 minute under package instructions before mixing with sauce.
What's the secret to getting that perfect golden roux?
Cook the roux over medium-low heat and stir constantly for 2-3 minutes until it reaches a deep golden brown color. The nutty aroma is your cue it's ready! If it darkens too quickly, reduce the heat slightly. This patient cooking builds the rich, nutty flavor foundation for your cheese sauce.
How far ahead can I prepare this dish?
You can make the cheese sauce up to 2 days ahead and refrigerate it. Reheat gently with 2 tbsp milk or broth to loosen it. For the bacon topping, crisp fresh pieces just before serving to maintain that perfect crunch. The sauce actually tastes better the next day as flavors meld!