Mac and Cheese Soup

Creamy, decadent Mac and Cheese Soup topped with crispy bacon is the ultimate cool weather comfort food!

Mac and Cheese Soup with text overlay.


If you enjoy comforting macaroni recipes, you'll also love Homemade Hamburger Helper, Easy Chili Mac, and Classic Tuna Pasta Salad.

I've got four words for you today, friends:

Mac and Cheese SOUP.

The End. And now onto the recipe!

Close-up of Mac and Cheese Soup in bowl with bacon garnish.

Okay, okay...just kidding. We'll get to the recipe shortly. In the meantime, you wouldn't want me to skip over the flowery descriptions and glowy photos of this deliciousness, now would you?!

Close-up of bacon garnish.

So! Macaroni and Cheese Soup. It's a thing, y'all. In fact, it's a creamy, cheesy, decadent, mouthwatering thing.

Now this is clearly not lightened-up health food, folks. However, it is fall/winter comfort food TO THE MAX. It's hearty and filling and oh-so-yummy.

And as if that's not enough, let's top it with bacon, shall we?

(Alternatively, you could garnish your soup with diced ham instead of bacon. Different but still delicious!)

Aerial view of bowl of Macaroni and Cheese Soup.

Flavor It Up

Macaroni and Cheese often garners a reputation for being bland...which is probably a big part of the reason it's so beloved by kids. Regardless, I decided to infuse this Mac and Cheese Soup with some extra oomph.

A dollop of tomato paste and a spoonful of dry mustard powder add a subtle boost of flavor, but not one that's blatant enough for anyone to single out those specific ingredients.

Macaroni & Cheese Soup ~ this creamy, cheesy, decadent recipe is topped with crispy bacon for the ultimate cool weather comfort food! |

How to Make It

As far as preparation, this recipe is easy enough to make:

  1. Boil and drain the macaroni and set aside.
  2. Make a roux-based sauce, thinned out with extra broth and milk to make it more 'soup-like.'
  3. Stir in the cooked noodles.
  4. Ladle into bowls. Top with crispy chopped bacon.

And then cover your ears to shield them from the deafening cheers emanating from the dinner table.

Mac and Cheese Soup.

That's it! Mac and Cheese Soup is almost sinful in its scrumptiousness.

The kids will love it. The adults will love it. The mac & cheese aficionados will go BANANAS for it.

Yep...four little words never tasted so good. 😉

More Comforting Soups

Mac and Cheese Soup.

Mac and Cheese Soup

Creamy, decadent Macaroni and Cheese Soup topped with crispy bacon is the ultimate cool weather comfort food!
Course: Soup
Cuisine: American
Prep Time: 10 minutes
Cook Time: 20 minutes
Total Time: 30 minutes
Servings: 6 servings
Calories: 659kcal
Print Pin Rate


  • 6 ounces dry elbow macaroni, about 1 ½ cups
  • 4 tablespoons butter
  • ½ cup all-purpose flour
  • 6 cups low-sodium chicken broth
  • 12 ounces sharp or extra-sharp cheddar cheese, shredded (about 3 cups)
  • 2 cups milk, 2% or whole, warmed
  • ½ cup grated Parmesan cheese
  • 1 tablespoon tomato paste
  • 1 teaspoon dry mustard powder
  • ½ teaspoon garlic powder
  • ¼ teaspoon onion powder
  • Salt & freshly ground black pepper, to taste
  • 6 slices bacon, cooked until crispy and diced or crumbled


  • Set a medium pot of salted water over high heat and bring to a boil. Stir in the macaroni and cook according to package directions. Drain and set aside.
  • In the meantime, set a large pot over medium heat. Melt butter. Use a whisk to stir in flour, whisking continuously until light golden brown, about 2 minutes. Continue to whisk while slowly and gradually adding broth. Increase heat to medium high and bring to a boil. Cook while whisking until the sauce is smooth and thickened, between 5 to 10 minutes.
  • Remove pot from heat. Add grated cheddar, ½ cup at a time, stirring until completely melted and smooth before adding more. Once all cheese has been incorporated and cheese sauce is smooth, stir in milk, cooked macaroni, Parmesan, tomato paste, mustard powder, garlic powder, onion powder, and salt and pepper, to taste. Serve immediately with diced bacon sprinkled on top.


Calories: 659kcal | Carbohydrates: 38g | Protein: 32g | Fat: 42g | Saturated Fat: 23g | Cholesterol: 110mg | Sodium: 821mg | Potassium: 521mg | Fiber: 1g | Sugar: 6g | Vitamin A: 1045IU | Vitamin C: 0.6mg | Calcium: 611mg | Iron: 2mg
Made this recipe? I'd love to see on IG!Mention @FiveHeartHome or tag #FiveHeartHome!

Adapted from Food Network

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5 from 3 votes (2 ratings without comment)

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    1. I think this recipe will work as long as the total amount of liquid remains that same. So you could sub broth for the water, or keep the water and sub broth for half of the milk. Just keep in mind that the flavor and creaminess of the liquid in the soup will be affected by what you decide to use. Hope you enjoy! 🙂

  1. Just made this for dinner -- so yummy! In an attempt to get my 2.5 year old to eat more veggies, I added carrots, onions (in place of the onion powder), celery and cauliflower and puréed it, so he had no idea it was there (I just used a little of each). He gobbled it up! Thanks for the recipe, will be using it again 🙂

  2. This is the best recipe I found online. Didnt use tomato paste bc I dont like tomatoes but otherwise followed completed. It was great. Thanks

  3. Just made this for a soup themed Pinterest party today, and it was a smashing hit! The soup is really good, although it reminds me more of pasta fasul than mac-and-cheese... The bacon on top makes this dish 1000x better (I never would have thought of that) and I am definitely saving this one in the recipe book. Thanks soooo much!

  4. Oh I love how you think! And create! This dish looks like true comfort food! Topping it with bacon makes it totally perfect. Thanks so much for sharing with us at Weekend Potluck. Hope you're enjoying a beautiful fall week. Hugs!

    1. Thanks so much, Marsha! I can't think of any comfort food that would be more comforting, and we all know that bacon makes everything better. 😉 Thanks so much for hosting Weekend Potluck each week and hope your fall is off to a wonderful start! 🙂