Loaded Bacon & Kielbasa Mac and Cheese with Ritz Cracker Topping

There are days when you make dinner.

And then there are days when you accidentally create a mac and cheese that deserves its own blog post. 😂

This started with two boxes of shells and a refrigerator full of cheese and somehow turned into one enormous pan of creamy baked mac and cheese loaded with crispy bacon, browned kielbasa, four cheeses, and a buttery Ritz cracker topping.

And yes, it’s every bit as ridiculous as it sounds.

The secret is making the mac and cheese extra saucy before it goes into the oven. The shells continue soaking up that cheese sauce while everything bakes, leaving you with creamy mac and cheese underneath and a crispy, buttery topping above.

If you’re feeding a crowd, bringing something to a potluck, or believe there’s no reason to skimp on mac and cheese, here you go.

Loaded Bacon & Kielbasa Mac and Cheese

Prep Time: About 25 minutes
Bake Time: 15–20 minutes
Rest Time: 5–10 minutes
Servings: A small army 😂

Ingredients

For the Mac and Cheese

• 2 boxes medium shell pasta
• 1 package kielbasa, sliced into coins
• ½–¾ package bacon, chopped
• 6 tablespoons butter
• 6 tablespoons all-purpose flour
• 4 cups whole milk
• ½–1 cup additional whole milk, as needed
• 4 ounces whipped cream cheese
• 3 cups shredded sharp cheddar cheese
• 1½ cups shredded Colby Jack cheese
• 1 cup shredded Pepper Jack cheese
• 1 cup shredded mild cheddar cheese
• 1½ teaspoons ground mustard
• 1 teaspoon garlic powder
• 1 teaspoon onion powder
• ½–1 teaspoon smoked paprika
• ½ teaspoon black pepper
• Salt, only if needed after tasting

For the Bacon Ritz Cracker Topping

• 1½ sleeves Ritz crackers, roughly crushed
• 5 tablespoons butter, melted
• ½ cup shredded sharp cheddar cheese
• Reserved crispy bacon
• ¼ teaspoon garlic powder
• Black pepper, to taste
• Pinch of smoked paprika, optional

How to Make It

1. Preheat the Oven

Preheat your oven to 375°F and butter a deep 9×13-inch casserole dish.

This recipe makes a seriously large batch. If your casserole dish isn’t deep enough, divide everything between two baking dishes rather than packing it too tightly.

2. Cook the Bacon

Cook the chopped bacon in a large skillet until crispy.

Remove it with a slotted spoon and set it aside. Reserve about one-quarter of the cooked bacon for the Ritz topping.

Drain most of the bacon grease from the skillet, leaving about a tablespoon behind.

3. Brown the Kielbasa

Add the sliced kielbasa directly to the skillet with the remaining bacon grease.

Cook over medium-high heat until the kielbasa develops nicely browned, caramelized edges.

Remove from the skillet and set aside.

4. Cook the Shells

Bring a large pot of salted water to a boil.

Cook the shells for approximately 3 minutes less than the package directions. They’ll continue cooking in the oven, so don’t take them all the way to al dente yet.

Before draining, reserve about 1 cup of pasta water.

Drain the shells, but don’t rinse them.

5. Make the Roux

Melt 6 tablespoons of butter in a large pot or deep skillet over medium heat.

Whisk in 6 tablespoons of flour and cook for 1–2 minutes, whisking constantly.

You’re just cooking away the raw flour taste here. There’s no need to brown the roux.

6. Build the Cheese Sauce

Slowly whisk in 4 cups of whole milk.

Add:

• 1½ teaspoons ground mustard
• 1 teaspoon garlic powder
• 1 teaspoon onion powder
• ½–1 teaspoon smoked paprika
• ½ teaspoon black pepper

Bring the mixture to a gentle simmer and cook for about 4–6 minutes, stirring frequently, until it begins to thicken.

7. Bring on the Cheese

Reduce the heat to low.

Stir in the whipped cream cheese until completely incorporated.

Then add the sharp cheddar, Colby Jack, Pepper Jack, and mild cheddar a handful at a time, stirring until each addition has melted before adding more.

Keep the heat low and don’t allow the sauce to boil once you begin adding the cheese. This helps keep the sauce smooth and creamy.

8. Add the Bacon, Kielbasa & Shells

Stir the browned kielbasa and about three-quarters of the crispy bacon into the cheese sauce.

Fold in the drained shells.

Now add approximately ½ cup additional whole milk.

Take a look at it.

Does it seem almost too saucy?

Good.

If not, add another splash of milk. You can use up to about 1 additional cup depending on how thick your sauce is. A little reserved pasta water can also loosen things up.

This was the key to keeping mine creamy after baking.

9. Taste Before Adding Salt

Before reaching for the salt shaker, taste it.

You’ve already got bacon, kielbasa, several cheeses, and Ritz crackers headed for this thing. There’s a lot of salt happening naturally.

Add more only if you think it actually needs it.

10. Assemble the Mac and Cheese

Pour the mac and cheese into your prepared casserole dish.

Sprinkle the remaining ½ cup of sharp cheddar over the top.

11. Make the Bacon Ritz Topping

Combine the crushed Ritz crackers with:

• 5 tablespoons melted butter
• Reserved crispy bacon
• ¼ teaspoon garlic powder
• Black pepper
• A pinch of smoked paprika, if desired

Scatter the mixture evenly over the cheese.

Don’t press it down. Leaving the crackers loose and slightly chunky creates all those crispy little edges on top.

12. Bake

Bake uncovered at 375°F for 15–20 minutes.

You’re looking for bubbling cheese sauce around the edges and a beautifully golden Ritz topping.

If you want even more color, broil it for 1–2 minutes at the end.

Do not wander away during this part. Ritz crackers can apparently sense weakness. 😂

13. Let It Rest

This is difficult, but necessary.

Let the mac and cheese sit for 5–10 minutes before serving.

The sauce will settle and thicken slightly while remaining wonderfully creamy underneath that crunchy topping.

Then dig in.

The Trick to Creamy Baked Mac and Cheese

If there’s one thing I’d repeat when making this recipe, it’s this:

Don’t put perfectly finished mac and cheese into the oven.

Your cheese sauce should look slightly too loose before baking.

The pasta continues absorbing liquid as it cooks, and the oven evaporates additional moisture. Starting with extra sauce gives the pasta something to absorb without leaving you with dry baked mac and cheese.

Mine looked borderline ridiculous going into the casserole dish.

It came out exactly right.

Can You Make This Ahead?

You can assemble the mac and cheese ahead of time, but I’d keep the Ritz topping separate until you’re ready to bake.

Because the pasta will continue absorbing sauce while it sits, add a little extra milk before refrigerating it.

When you’re ready to bake, add the Ritz topping and allow additional baking time if the casserole is going into the oven cold.

What to Serve with Bacon & Kielbasa Mac and Cheese

Technically, this could be a side dish.

Realistically?

Once you’ve added bacon, kielbasa, four cheeses, cream cheese, and a Ritz cracker crust, you’ve pretty much made dinner. 😂

Serve it on its own, add a simple salad or vegetable on the side, or bring the whole glorious pan to your next cookout or potluck.

One Final Warning

This makes a lot of mac and cheese.

I used two full boxes of shells and filled an enormous casserole pan.

But between the creamy cheese sauce, smoky kielbasa, crispy bacon, little kick from the Pepper Jack, depth from the ground mustard, and that buttery Ritz cracker crust?

I’m not particularly concerned about the leftovers.

Loaded Bacon & Kielbasa Mac and Cheese with Ritz Cracker Topping.

Completely excessive.

Absolutely delicious.

And officially a Motivated Savages original. ❤️