Mac and Cheese with Brussels Sprouts & Bacon Breadcrumbs

A cold-weather dinner when you need a cozy, indulgent pasta: mac and cheese with brussels sprouts, kale, and caramelized onions. It’s tossed in a creamy cheddar sauce and topped with bacon breadcrumbs. And it’s kind of the most irresistible mac and cheese that I could ever dream up!

mac and cheese with brussels sprouts and bacon breadcrumbs in bowl

This is definitely not your average mac and cheese. It’s got all the key things you need in a mac & cheese – creaminess, cheesiness, and pure indulgence. But it’s also got a few flavorful touches to take it over the edge.

Vegetables – onions + scallions, brussels sprouts, and kale – caramelized separately so that they have room to develop a nice brown color and slightly crisp exterior. The brussels sprouts are flavored with a little bit of lemon for a bright pop in the dish.

Plus, the brussels sprouts + other vegetables are cooked in bacon fat…so lots of rich flavor added in.

close-up shot of mac and cheese with brussels sprouts and bacon breadcrumbs in bowl

mac and cheese with brussels sprouts – more details…

Once the vegetables are cooked, you’ll want to make the breadcrumbs and cook the pasta before you start the sauce. The cheddar sauce comes together rather quickly, so it’s good to have everything ready to go. The breadcrumbs are basically a combo of bacon and whatever fresh bread you want to use, pulsed up into coarse crumbs, and pan-fried in oil until golden and crisp. The perfect topping for the creamy mac and cheese.

For the pasta, I’m using these gigantic shells that I found at Whole Foods called “conchiglioni”. The sauce clings to the shells and truly fills them so that you have these bites of saucy-filled pasta that is SUCH an amazing texture.

The mac and cheese sauce is simple enough – butter, flour, milk, cheddar – and gets whisked up until smooth and creamy. Fold all of the caramelized vegetables back in, top with a heaping spoonful of bacon breadcrumbs, and you’ve got the BEST mac and cheese for any occasion. I for one will be eating it this weekend with leftover Valentine’s Day chocolate mousse for dessert!


Mac and Cheese with Brussels Sprouts & Bacon Breadcrumbs

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a decadent and flavorful mac and cheese with brussels sprouts, kale, onions + scallion…tossed in a creamy cheddar sauce & topped with crispy bacon breadcrumbs

servings: 4


  • 6 oz raw bacon
  • 1 small red onion, thinly sliced
  • 4 scallions, thinly sliced
  • kosher salt
  • olive oil
  • ½ lb brussels sprouts, trimmed + halved + thinly sliced
  • 1 tbsp lemon zest
  • ½ lemon, juiced
  • 1 small bunch kale, stemmed + thinly sliced
  • 4 oz fresh bread, cubed
  • 1 lb pasta (large shells or “conchiglioni”)
  • 2 tbsp butter
  • 2 tbsp all-purpose flour
  • 3 cups whole milk, heated
  • ½ tsp freshly cracked black pepper
  • ½ lb sharp cheddar cheese, shredded
  • minced chives, to garnish


  1. Place the bacon into a 5qt Dutch oven (or heavy-bottom pot) in one, even layer. Over medium-low heat, allow the bacon to render until crisp on both sides, about 20-25 minutes. Transfer the bacon to a plate lined with paper towels.
  2. Raise the heat to medium and add the red onions to the bacon fat. Stir well and cook until tender and caramelized, 5-6 minutes. Add a splash of water and scrape off any brown bits from the bottom of the pot. Once the water has evaporated, add the scallions. Cook for another minute or so. Season well with salt. Transfer the mixture to a plate.
  3. Add enough olive oil to the pot to coat the bottom. Add in the brussels sprouts. Cook until lightly browned, crisp, and tender. Stir in the lemon zest and juice. Season with a pinch of salt. Transfer the mixture to a plate.
  4. Add a little bit more olive oil, along with the kale. Quickly cook for a minute or so until slightly wilted and tender. Season with a pinch of salt. Transfer the mixture to a plate. Turn off the heat and reserve the pot.
  5. Add the bread and bacon to a food processor. Pulse until coarse breadcrumbs form. Heat a skillet over medium heat and add enough olive oil to generously coat the bottom. Once the oil is hot, add the breadcrumbs and spread into an even layer. Cook the breadcrumbs, stirring often, until golden and crisp. Season with a pinch of salt and reserve.
  6. Meanwhile, drop the pasta into a large pot of boiling, salted water. Stir well and cook for 1 minute less than the package’s instructions.
  7. Wipe out the initial pot and return it to medium heat. Add the butter and let it melt. Whisk in the flour (try not to scrape the whisk on the surface of the Dutch oven). Allow to cook for about 30 seconds. Slowly pour in the heated milk in a few additions, whisking continuously to incorporate.
  8. Bring the mixture to a simmer, reduce the heat to low, and cook for about 6 minutes until slightly thickened, stirring often. Stir in the cheddar until smooth. Turn the heat to low.
  9. Drain the pasta and add it to the sauce. Add the onions, brussels sprouts, and kale as well. Stir well to combine. Taste and season with more salt if needed. Serve the mac and cheese with the bacon breadcrumbs and a sprinkle of chives on top.

close-up shot of mac and cheese with brussels sprouts and bacon breadcrumbs in bowl

3 thoughts on “Mac and Cheese with Brussels Sprouts & Bacon Breadcrumbs

  1. Could this be made ahead of time and put in fridge? If so, what do you recommend for heating back up?

  2. Omg. I made this tonight because I thought it looked good and I love Mac and cheese. I liked the addition of greens and I like Brussels sprouts. I will admit that I am not a novice cook but there were a lot of steps and my patience was wearing very thin for a Wednesday night. But I persevered. Eventually I put dinner on the table and wow! It was so much better I could have imagined or expected. Thank you so much for sharing this beautiful recipe ❤️

    1. Hi Sarah! This is SUCH a wonderful message to receive, and it truly made my day. I’m so glad you enjoyed it and love hearing that you persevered! Definitely a few steps to this one, but I’m thrilled you thought the end result was worth it (I SO do, too). Thank you so much for sharing!

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