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This BB King mac and cheese recipe delivers the rich, smoky, triple-cheese perfection that made BB King’s version legendary. 🔥 The secret lies in a velvety stovetop sauce thickened with sharp cheddar and smoked gouda, topped with crispy bacon bits and a golden, buttery breadcrumb crust that locks in every drop of cheesy goodness.
What sets this apart is the balance of techniques: a slow-cooked roux for depth, a blend of cheeses for complexity, and a crispy top that transforms ordinary mac into something restaurant-worthy.
The smoky bacon adds a savory punch, while the triple-cheese layer ensures each bite is decadent without being overly heavy.
By the time it emerges from the oven, you’ll have a creamy, crisp-edged masterpiece with a sauce so rich it coats every noodle perfectly.
The bacon bits stay crunchy, the cheese pulls just enough for that signature stretch, and the aroma alone will have everyone at the table asking for seconds.
Whether you’re serving a crowd or treating yourself to a cheesy indulgence, this recipe delivers Southern comfort food at its finest—with a modern twist that keeps it exciting. Let’s get cooking!
Ingredients for bb king mac and cheese
Six ingredients deliver the legendary BB King mac and cheese experience.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Medium or extra-large elbow |
| Sharp White Cheddar Cheese 🧀 | 1 lb | Aged 6+ months for sharpness |
| Smoked Gouda Cheese 🧀 | 8 oz | Block form preferred |
| Heavy Cream 🥛 | 1 cup | Full-fat for richness |
| Unsalted Butter 🧈 | ¾ cup | European-style preferred |
| All-Purpose Flour 🌾 | ½ cup | For roux thickening |
| Whole Milk 🥛 | 1 cup | Warmed for smooth sauce |
| Bacon 🥓 | ½ lb | Thick-cut, smoked |
| Panko Breadcrumbs 🍞 | 1 cup | Japanese-style for crispiness |
| Garlic Cloves 🧄 | 3 cloves | Minced for depth |
| Yellow Onion 🧅 | 1 whole | Diced, sweet variety |
| Dijon Mustard 🍯 | 1 tbsp | For tangy balance |
| Salt 🧂 | 1 ½ tsp | Diamond Crystal preferred |
| Black Pepper 🌶️ | ½ tsp | Freshly cracked |
| Paprika 🌶️ | ½ tsp | Smoked for BB King touch |
The cheeses are non-negotiable here. Sharp white cheddar from Murray's Cheese or Vermont Creamery gives that signature tang, while smoked Gouda from Whole Foods adds depth. Look for cheddar aged 6+ months—it makes all the difference. The bacon should be thick-cut and smoked; Oscar Mayer or Applewood Farms are reliable brands. For the breadcrumbs, Japanese panko stays crispy longer than regular—Kikkoman is my go-to. If you can't find smoked Gouda, smoked cheddar works in a pinch, but the flavor profile shifts slightly.
No sharp cheddar? Extra-sharp white cheddar or Pepper Jack at half the amount adds heat. Out of smoked Gouda? Smoked cheddar or smoked provolone both work, though Gouda's caramel notes are ideal. The bacon can be swapped for turkey bacon if preferred, but it won't have the same smoky punch. For the roux, all-purpose flour is standard, but cornstarch at half the amount creates a glossier sauce. The Dijon mustard is essential for brightness—French's or Maille are both solid choices. If you're making this ahead, assemble everything except the breadcrumb topping—it reheats beautifully.
This reheats like a dream—3-4 minutes at 350°F restores the crispy top perfectly. Store leftovers covered in the fridge for 4-5 days, or freeze for up to 3 months. For extra crispiness, broil for 1-2 minutes before serving. The sauce thickens as it cools, so if it seems too stiff when reheating, add 1-2 tbsp warm milk to loosen. Double the recipe—it disappears fast, especially when you're perfecting the technique.
Why You'll Love This Recipe
- No-Fuss Stovetop Magic: I swear by this method—just boil the elbow macaroni, melt butter, and toss in shredded cheddar and smoked gouda with heavy cream. No baking required, no waiting for an oven. The sauce comes together in minutes, and honestly? It’s the kind of dish that makes me feel like a hero when I walk into a room smelling like this.
- Smoky Cheese Obsession: That smoked gouda? It’s the MVP here. The sharp white chedddar gives it brightness, but the gouda adds this deep, smoky warmth that lingers. I’ll be real: I’ve made mac and cheese before, but this combo makes it feel like a fancy restaurant dish—without the fuss.
- Lunchbox Hero: Between us, this is my go-to for meal prep. The leftovers stay creamy and delicious for days, and it reheats like a dream. Pack it in a thermos for work, or send it in a container for the kids’ lunches—trust me, they’ll be begging for seconds.
- Budget-Friendly Luxury: Sharp cheddar and smoked gouda might sound fancy, but they stretch further than you’d think. A block of each lasts me weeks, and the heavy cream makes it feel indulgent without breaking the bank. Plus, elbow macaroni is cheap and always in stock. It’s comfort food that doesn’t guilt me.
Step-by-step instructions for BB King mac and cheese
Here's the method for a restaurant-quality mac and cheese with smoky bacon and a triple-cheese crunch top.
🔥 Step 1: Cook the Bacon and Prepare the Roux
Cut the 0.5 lb bacon into ½-inch pieces and cook in a large Dutch oven over medium heat until crispy, about 12-15 minutes. Use a slotted spoon to remove the bacon and set it aside on paper towels, leaving the rendered fat in the pot.
Reduce the heat to medium-low and add 0.75 cup unsalted butter to the bacon fat. Melt completely, then whisk in the 0.5 cup all-purpose flour to form a smooth roux. Cook for 2-3 minutes until the mixture turns a light golden color and smells nutty—this is your flavor foundation.
🍳 Step 2: Build the Cheese Sauce
Gradually whisk in the 1 cup warmed whole milk and 1 cup heavy cream to the roux, stirring constantly to prevent lumps. Bring the mixture to a gentle simmer over medium heat for 5-7 minutes until it thickens enough to coat the back of a spoon.
Lower the heat to low and begin adding the cheeses in stages. First, stir in ½ of the sharp white cheddar cheese until fully melted. Then add the 8 oz smoked gouda cheese and remaining ½ lb sharp white cheddar cheese, stirring constantly until completely smooth. This layered melting ensures a creamy, velvety texture without clumps.
🥘 Step 3: Cook the Pasta and Combine
While the sauce simmers, cook the 1.5 lbs elbow macaroni in a separate large pot of salted boiling water until al dente (about 1 minute less than package instructions). Reserve 1 cup pasta water before draining.
Add the cooked pasta to the cheese sauce along with the crispy bacon pieces. Stir gently to combine, adding reserved pasta water 1 tablespoon at a time if the sauce becomes too thick. Keep the mixture warm over low heat while you prepare the crunch topping.
👨🍳 Step 4: Prepare the Crunch Topping
In a small bowl, mix together the 1 cup panko breadcrumbs, 3 minced garlic cloves, 1 tbsp Dijon mustard, 1.5 tsp salt, 0.5 tsp black pepper, and 0.5 tsp paprika. Spread this mixture evenly over the top of the macaroni in the Dutch oven.
Place the Dutch oven under a preheated broiler for 3-5 minutes until the topping turns deep golden brown and crispy. Watch closely—it burns quickly! Remove from the broiler and let it rest for 2 minutes before serving.
🍽️ Step 5: Serve Immediately
Divide the macaroni into bowls, making sure each serving gets an even portion of the crispy topping. Garnish with additional black pepper if desired. Serve while hot, with the crunch topping still snapping between your teeth and the cheese sauce perfectly clinging to every elbow.
This dish delivers the perfect balance: creamy, cheesy, smoky, and crispy all in one bite. The secret lies in the slow-melted cheese sauce and that perfectly broiled crunch topping—don't skip either step!
Pro Tips For Making Bb King Mac And Cheese
- MELT CHEESE SLOWLY: I learned this the hard way—dumping all the cheeses into the pot at once makes a gluey mess. Instead, start with half the sharp cheddar and smoked gouda, stir until fully melted, then add the rest in small batches while the sauce simmers. The smoked gouda’s funk needs time to bloom without curdling.
- SHRED CHEESE FINE: Skip the food processor if you’re in a hurry, but resist the urge to use pre-shredded cheese—it’s coated with anti-caking agents that make the sauce grainy. Use a box grater and pulse the smoked gouda in your food processor for 10 seconds max; this keeps the texture smooth without over-processing.
- DON’T BOIL THE PASTA: Al dente pasta is non-negotiable here, but overcooking turns it mushy when mixed with the heavy cream sauce. Pull the elbows 1 minute early, drain, and toss with a splash of pasta water—this guarantees they’ll finish cooking in the sauce without falling apart.
- SAVE TIME WITH COLD CREAM: Sounds weird, but it works: chill the heavy cream for 10 minutes before adding it to the cheese sauce. The cold fat emulsifies better, giving you a silkier texture without the need to whisk like a maniac. (Your future self will thank you.)
Perfect pairings for bb king mac and cheese
Side Dish Harmony
Start with a simple crispy slaw made with shredded cabbage, carrots, and a tangy dressing of apple cider vinegar, Dijon mustard, and honey—it cuts through the richness beautifully. I like to add ½ cup toasted pecans for crunch. 🥗
For a heartier option, buttery cornbread with a hint of jalapeño pairs perfectly with the smoky flavors. Use Jiffy cornbread mix or make from scratch with sharp cheddar stirred into the batter. The slight sweetness balances the cheesy richness.
Beverage Pairings
A bold Southern sweet tea with a splash of lemon is my go-to drink for mac and cheese nights. The sweetness and acidity cleanse the palate between bites. For a non-alcoholic option, try sparkling apple cider—the bubbles keep the meal feeling light. 🍹
If you're serving with alcohol, a smooth bourbon like Maker's Mark or a crisp white wine such as Sauvignon Blanc complements the dish. The oakiness of bourbon enhances the smoky notes, while the wine’s acidity balances the richness.
Extra Crunch Options
For a nutty twist, top your mac and cheese with toasted walnuts or pecans before broiling. Toss ½ cup chopped nuts with 1 tbsp melted butter and ½ tsp smoked paprika, then sprinkle over the breadcrumb topping for added texture. 🌰
Add crispy fried onions for a classic diner-style crunch. Slice 1 large yellow onion into thin rings, fry in ½ inch of oil at 350°F until golden, and drain on paper towels. Sprinkle over the top just before broiling for maximum crunch.
Sweet Contrast
Balance the savory richness with a honey-glazed apple slice on the side. Toss thin apple slices with 1 tbsp honey and a pinch of cinnamon, then warm briefly in a pan. The sweetness makes every bite of mac and cheese taste even more decadent. 🍏
For a dessert pairing, serve with chocolate-covered strawberries—the tartness and chocolate complement the cheesy flavors. I like to drizzle dark chocolate over the strawberries and sprinkle with flaky sea salt for a sophisticated finish.
Nutrition facts
Frequently asked questions
Can I make this mac and cheese ahead of time?
Assemble everything up to the breadcrumb topping and refrigerate for up to 24 hours. When ready to serve, broil for 3-4 minutes at 350°F to restore the crispy top. The sauce thickens as it cools, so add 1-2 tablespoons warm milk if needed to loosen before reheating.
What if I don't have smoked Gouda?
No problem! Use smoked cheddar or smoked provolone instead. The smoky flavor will still shine through, though Gouda's caramel notes give it that signature depth. For extra richness, add ½ teaspoon smoked paprika to the breadcrumb topping to compensate.
How do I prevent the breadcrumb topping from getting soggy?
Broil the mac and cheese for 3-5 minutes right before serving—this creates a crisp barrier. For extra insurance, press a piece of parchment paper directly on the breadcrumbs while broiling. If you're making it ahead, assemble the topping fresh before broiling to maintain maximum crunch.
Can I use a different type of pasta?
Elbow macaroni is traditional, but cavatappi or fettuccine work beautifully too. Avoid small shapes like orzo—they absorb too much sauce. For extra decadence, try giant cavatappi (the "BB King" size) which holds the cheese sauce perfectly. Just cook them 1 minute less than package instructions.
Why did my cheese sauce get grainy?
This usually happens when cheese is added too quickly or the heat isn't low enough. Always melt cheeses gradually over low heat, stirring constantly. For extra smoothness, grate your own cheese instead of using pre-shredded (which contains anti-caking agents). If it happens, whisk in 1-2 tablespoons warm milk to restore creaminess.