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.