“I can think of no greater motivation in the world,” says Rachael Ray at the start of the video below, “to get you guys into your kitchen than macaroni and cheese.” And we have to say, her thinking is absolutely correct, especially when you consider all the amazing, cheesy, tasty varieties of the classic out there— FIVE of which she’s demonstrating!

Even better? All five mac-and-cheese varieties start with the same base sauce, and that base sauce is super easy. So if you’re a home cook more inclined toward the boxed pasta with the powdered cheese and the microwave-ready prep, this mac is the one to take you into tastier, homier, and better territory.

We can feel those skeptical looks from you blue-box-aficionados out there – and even from you more advanced home cooks who have never mastered the tricky art of white sauce – but trust us. For this base mac ‘n’ cheese sauce, you don’t have to make a roux or wait for it to thicken. All you need to do is combine some basic ingredients, then add the kind of shredded cheese you prefer and any additional macaroni bonuses!

And when it comes to that part, Rachael’s really taking us to new heights with her flavor combinations. They really have to be seen to be believed – how do spinach and artichoke or crab strike you?! – but for now, we’re going to share our absolute favorite: Bacon and Beer!

Read on for the recipes for the Mac ‘n’ Cheese Base Sauce and the Bacon and Beer Macaroni and Cheese, then keep scrolling and watch Rachael’s video to learn how to make the other four wonderful options!

Mac ‘n’ Cheese Base Sauce


  • 1 pint (2 cups) cream
  • ½ cup grainy Dijon mustard
  • 1 clove garlic, crushed
  • 3 cups shredded cheese


  1. In a skillet, mix the cream and the grainy Dijon mustard, and bring to a low boil.
  2. Reduce and simmer for exactly 3 minutes.
  3. Add the crushed garlic clove and the shredded cheese. The type of cheese you use will depend on the variety of mac ‘n’ cheese you’re making!
  4. Stir to combine, until the cheese has melted and the sauce is silky smooth.
Rachael Ray's bacon beer and onions macaroni and cheeseRachael Ray Show

Bacon and Beer Mac ‘n’ Cheese


  • 12 slices of meaty bacon, divided
  • 1 tablespoon olive or vegetable oil
  • 2 large onions, quartered and thinly sliced
  • Salt and coarse black pepper
  • 1 tablespoon Worcestershire sauce
  • 1 tablespoon light brown sugar
  • 1 cup stout beer
  • Base sauce (cream, grainy Dijon mustard, and garlic)
  • 3 cups English sharp cheddar cheese
  • 1 pound short-cut pasta, cooked for 6 minutes in salted water and drained


  • 2 cups coarse crushed mustard pretzels
  • 4 tablespoons butter
  • 2 cloves garlic, chopped
  • 3 tablespoons Red Hot or other cayenne pepper sauce
  • 1 cup grated Parmesan cheese
  • ¼ cup chopped flat leaf parsley, finely chopped


  1. Preheat the oven to 375 degrees Fahrenheit and bake 8 slices of the bacon on a wire rack set into a rimmed baking sheet or on slotted broiler pan to crisp. Crumble and set aside.
  2. Finely chop the other 4 slices of bacon. Heat a skillet with 1 tablespoon oil, 1 turn of the pan. Add the chopped bacon and render for 2 minutes.
  3. Add the onions, season with salt and pepper, and cook over moderate heat for 12 to 15 minutes, until very tender. Add the Worcestershire sauce, light brown sugar and beer, and simmer a minute more.
  4. Make the base sauce, using the English sharp cheddar.
  5. Combine the bacon and onions with the sauce and the pasta, and place everything in a casserole dish.
  6. Place pretzel crumbs in bowl. In a small pot, melt butter over medium heat with garlic, swirl a minute or so, then add hot sauce and swirl to mix. Pour over pretzels, toss with cheese, parsley and reserved crumbled bacon. Sprinkle over the casserole.
  7. Bake until bubbly and brown, and serve.

Is your mouth watering yet? Well, just wait until you actually SEE these different dishes in action! You can almost smell them through the screen. Just watch.

So what do you think of Rachael’s base sauce and mac-and-cheese options? Which one do you think you’ll try? Are there any other flavor varieties you’d like to see her or us attempt? Share!