Macaroni and Cheese with Potato Chip Crust

  • Pin It
  • print
Recipe Courtesy of

Servings: 4 to 6 servings
Prep Time: 20 min
Cook Time: 50 min
Difficulty: Easy

Ingredients Add to grocery list

6 tablespoons butter
1/2 cup all-purpose flour
4 cups milk, warm
1 teaspoon dry mustard
1/4 teaspoon freshly grated nutmeg
1/4 teaspoon cayenne pepper
Dash salt and freshly ground black pepper
Dash hot sauce
Dash Worcestershire sauce
3 cups shredded Cheddar
1 pound cavatappi pasta, cooked al dente
1 cup crushed potato chips
5 slices cooked bacon, crumbled
1/2 cup freshly grated Parmesan, for topping





Heat oven to 350 to 375 degrees F. 

Melt 6 tablespoons butter in a large saucepot over medium heat. Add flour and cook, stirring, for 1 minute. Whisk in the warmed milk and bring to a boil, continue to whisk constantly. The mixture will thicken as the heat increases. Continue to stir while adding the dry mustard, nutmeg, cayenne, salt, pepper, hot sauce and Worcestershire. Stir in the 3 cups of Cheddar until it melts. 

Pour the cheese sauce over the pasta and add to a 3 quart casserole dish. 

Sprinkle the chips, bacon and Parmesan on top and bake for 35 minutes. 

Show: Paula's Party
          Watch Paula on Food Network

You May Also Like These Recipes:

You May Also Like These Articles:

Leave a Comment

Reader Comments:


Need a crockpot recipe from Macaroni & cheese> I f you have one, could you please direct me to it, or e-mail me a copy. Thanx

By D. Lehr on December 28, 2011


Overall this was a great dish. I changed things up a bit by cutting the butter, flour and milk by a third. Also, I substituted allspice got nutmeg, chilli powder for cayenne and upped the hot sauce and skipped the extra salt and bacon. It was almost as good as my mom's after tweaking.

By Natalie on December 20, 2011


i love the bros stawberry shortcake.thans

By paula on May 06, 2011


Hello Lynn, I believe this is the recipe you're looking for:

By Jonathan Able on February 09, 2011


Would love to have the recipe with pecans, frozen bread dough, buterscotch instant pudding, made in a bunt pan. That's all I can remember. Thanks Lynn

By Lynn Jones on January 25, 2011


Yummy! This turned out so good. The only thing I changed was instead of doing all cheddar cheese I did 2 cups cheddar and 1 cup of a mix. It had so much flavor to it. The shredded Parmesan on top really made a difference! It turned out great. Can't wait to make it for 4th of July.

By Anonymous on June 23, 2010


I followed this recipe and was lacking taste!!! Made it for a very special person and sad thst it turned our so bad

By Anonymous on March 27, 2010


i used turkey bacon instead and used the kettle chips crushed and honey it was the bomb it was so good

By Anonymous on December 06, 2009


This recipe has MEMORIES written all over it!!! My mom used to make homeade Mac & Cheese for me all the time, none of that outta the box stuff. This is the closest to mom's Mac I could find. I switched just a few things around to get a bit closer to that childhood taste. *Instead of using 3 cups of straight chedder, I halved it to 1 1/2 cups shredded colby 1 1/2 cups shredded mont. jack *In place of potato chips 1 cup of unseasoned breadcrumbs *In place of bacon 1/2 cup of chopped white onion Either way this is a wonerful recipe for all ages. If u try mom's hope u love as much as I did and still do! Thanks Paula.

By caitc on September 05, 2009

My Recipe Box |

Paula's Upcoming Schedule

  • September 12: Deen Family Book Signing

    Join the Deen Family for a Book Signing at The Lady & Sons from 10 am to 12 pm.
    The event is free; 350 wristbands to be distributed starting at 9 am.

  • September 16: Paula Deen Live! Birmingham, AL

    Come see Paula’s live show at the Alabama Theatre in Birmingham, AL and get a heaping helping of Paula’s recipes, and some good old-fashioned fun and laughter!
    Tickets available from Ticketmaster here!
    Sponsored by Springer Mountain Farms.

  • September 18: Paula Deen Live! Jacksonville, FL

    Come see Paula’s live show at the Times Union Center for Performing Arts in Jacksonville, FL and get a heaping helping of Paula’s recipes, and some good old-fashioned fun and laughter!
    Tickets available from Ticketmaster here!
    Sponsored by Springer Mountain Farms.

  • View Paula's Full Schedule