Super Cheesy Orzo Mac and Cheese with Bacon Breadcrumbs
Creamy, cheesy and really just epic, this orzo mac and cheese is perfect for when you want an easy, cozy meal. Enjoy it as the main dish paired with a side salad or green vegetable or as a delicious side dish with a roasted or grilled protein of choice. The cheesy pasta is made all in one pot and then you whip up some toasty bacon breadcrumbs to sprinkle on top. It is a comforting dish youโll come back to again and again!

- 1 Notes from Erica:
- 2 What Youโll Need to Make Orzo Mac and Cheese Recipe:
- 3 How to Make Orzo Mac and Cheese:
- 4 Expert tips:
- 5 What Should I Serve with Orzo Mac and Cheese?
- 6 FAQs
- 7 If you love this cheesy orzo recipe youโll love these other easy pasta recipes!
- 8 Super Cheesy Orzo Mac and Cheese with Bacon Breadcrumbs

Notes from Erica:
I suppose I really canโt call it MACaroni and cheese because weโre using orzo but for lack of a better termโฆ it is what it is!
There is something about orzo for this recipe that I love. If youโre not familiar with orzo, orzo is a small rice-shaped pasta that is delicious in soups, pasta dishes or paired with a cheesy sauce. It is small, pillowy and perfectly spoonable.
Why I love this cheesy orzo:
- Um, because itโs cheesy pasta, whatโs not to love!?
- Because the orzo cooks right in the cream and chicken broth making it a fabulous one pot recipe.
- It requires simple ingredients, is easy to make, perfect for a weeknight dinner.
- AND because it is versatile and will pair with nearly any side salad, veggie or protein!
My two-year-old is a big fan of this recipe and I hope your family loves it as much as we do! We pair it with an easy protein like sweet chili salmon, pork tenderloin or grilled chicken breast and a side salad and itโs an easy dinner DONE.
What Youโll Need to Make Orzo Mac and Cheese Recipe:

Butter: for sautรฉing the shallots, garlic and toasting the orzo.
Aromatics: both shallot and garlic provide an incredible base layer of flavor. You can find shallots and garlic right next to each other in the produce aisle, usually next to the ginger and other onions. In a pinch you could use garlic powder or jarred garlic instead of fresh garlic.
Orzo: find orzo pasta in the pasta aisle of any major grocery store.
Spices: this recipe is simply seasoned with a mix of kosher salt, black pepper, smoked paprika and ground nutmeg, all of which can be found in the spice aisle.
Chicken broth: this is the main cooking liquid and provides more flavor than water would!
Heavy cream: cream adds a layer of luxuriousness to the sauce and takes the dish over the top! For a lower fat version you can use half and half or whole milk.
Cheese: star of the show baby! There is melty gruyere cheese and flavorful sharp cheddar in the orzo and salty Parmesan cheese in the breadcrumbs.
Bacon: crispy bacon pairs beautifully with this easy pasta dish and adds a great contrast in texture.
Panko breadcrumbs: Panko is a type of breadcrumb that is light, airy and crisp. Itโs great for creating a nice crunch on top of the soft pasta!
Italian seasoning: gives the topping earthy, herb-y flavor to compliment the salty bacon and Parm!
How to Make Orzo Mac and Cheese:
In a large pot or Dutch oven melt butter over medium heat. Add the shallot and sautรฉ until softened, about 3 minutes. Add the minced garlic and sautรฉ another 60 seconds, until fragrant. Stir in the orzo, tossing it with the butter, shallot and garlic, letting it toast in the pan for a few minutes. This adds a toasty layer of flavor to the cooked orzo.


Stir in the salt, pepper, smoked paprika and ground nutmeg, then add the chicken broth and heavy cream. Bring to a simmer and cook at a simmer/low boil for 12 minutes, until the orzo is al dente. Turn of the heat and stir in the cheddar and gruyere cheeses, until fully melted, creating a creamy cheese sauce. This recipe is designed to be very saucy- the sauciness is really the best part. The orzo will soak up a LOT of the liquid as it sits though.


While the orzo is cooking, make the bacon breadcrumbs. In a small skillet, cook the bacon pieces over medium heat until crispy, about 5-7 minutes. Remove chopped bacon to a paper towel. Drain all but about a tablespoon of bacon grease. Add the breadcrumbs to the remaining bacon grease, toasting the crumbs until golden brown. Stir in the Italian seasoning. Pour the crumbs into a small bowl and fold in the cooked bacon and Parmesan cheese.


Serve orzo mac and cheese topped with breadcrumb topping and chopped parsley, if desired.
Expert tips:
- Finely mince the shallot and garlic so they blend seamlessly into the sauce.
- Add the spices BEFORE adding liquids. This allows them to โbloomโ and deepen in flavor.
- Buy blocks of cheese and grate it yourself. This improves both flavor and the meltiness factor.
- You can use a different type of pasta. If you do, use 8oz of an alternate pasta type.
- You can also use different types of cheese. Cheeses that work well include white cheddar, sharp cheddar, fontina cheese, mozzarella cheese and provolone cheese.
- If you like things spicy feel free to add a pinch of cayenne pepper or red pepper flakes to give it a kick!

What Should I Serve with Orzo Mac and Cheese?
Make it a complete meal and serve it with:
- Protein: pork tenderloin or balsamic chicken breast or sweet chili salmon
- Salad: kale and apple slaw or Baty house salad
- Veggie: hot honey Brussels sprouts or roasted carrots

FAQs
Yes. You can replace the orzo for 8oz of another short cut pasta variety like macaroni, penne, cavatappi, gemelli or casarecce.
Yes, substitute the orzo with gluten-free orzo or any gluten-free pasta and either omit the breadcrumb component or use gluten-free breadcrumbs for the topping.
Use vegetable broth instead of chicken broth and omit the bacon, using olive oil to toast the breadcrumbs instead.
Technically yes, you can. But keep in mind that the orzo will absorb much of the sauce. Add a splash or water or milk when re-heating to loosen things up and make it saucier.
Store leftover orzo in an airtight container in the fridge for up to 4 days. If you donโt want the breadcrumbs to get soggy, store them in a separate airtight container and re-assemble the meal when reheating.
You can try replacing the heavy cream with half and half or milk and/or omit the bacon Parmesan breadcrumbs.ย

If you love this cheesy orzo recipe youโll love these other easy pasta recipes!
Spicy vodka pasta with Italian sausage

If you try and like this recipe please donโt forget to leave a comment and star rating down below! If you love more lifestyle, behind the scenes and โeating in real lifeโ type of content come find me over on Instagram, @itsaflavorfullife, I love connecting with you all there!
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Super Cheesy Orzo Mac and Cheese with Bacon Breadcrumbs
- Prep Time: 10 minutes
- Cook Time: 12 minutes
- Total Time: 22 minutes
- Yield: 8 servings 1x
- Category: Side Dish
- Method: Stovetop
- Cuisine: American
Description
Creamy orzo mac featuring three cheeses and crispy bacon breadcrumbs. Be still my cheese-loving heart, this is a good one.
Ingredients
Orzo
- 2 tablespoons butter
- 1 shallot, minced
- 3 cloves garlic, minced
- 1 1/2 cups orzo, uncooked
- 1/4 teaspoon salt
- 1/2 teaspoon black pepper
- 1/2 teaspoon smoked paprika
- 1/4 teaspoon ground nutmeg
- 2 1/2 cups chicken broth
- 1 cup heavy cream
- 1 heaping cup grated sharp cheddar cheese
- 1 heaping cup grated gruyere cheese
Bacon Breadcrumbs
- 4 slices bacon, chopped
- 1/2 cup panko breadcrumbs
- 1/2 teaspoon Italian seasoning
- 1/4 cup grated Parmesan cheese
- Fresh or dried parsley, for serving
Instructions
- In a large pot or Dutch oven heat the butter over medium heat. Add the shallot and sautรฉ until softened, about 3 minutes. Add the minced garlic and sautรฉ another 60 seconds, until fragrant. Stir in the orzo, tossing it with the butter, shallot and garlic, letting it toast in the pan for a few minutes. This adds a toasty layer of flavor to the orzo.
- Stir in the salt, pepper, smoked paprika and ground nutmeg, then add the chicken broth and heavy cream. Bring to a simmer and cook at a simmer/low boil for 12 minutes, until the orzo is al dente. Turn off the heat and stir in the cheddar and gruyere cheeses, until fully melted. This recipe is designed to be very saucy- the orzo soaks up a LOT of liquid as it cools so while the mixture may seem โlooseโ- it thickens up the longer it sits. (Plus who doesnโt like extra creamy, cheesy, saucy mac and cheese!?)
- While the orzo is cooking, make the bacon breadcrumbs. In a small skillet, cook the bacon pieces over medium heat until crispy, about 5-7 minutes. Remove chopped bacon to a paper towel. Drain all but about a tablespoon of bacon grease. Add the breadcrumbs to the remaining bacon grease, toasting the crumbs until golden brown. Stir in the Italian seasoning. Pour the crumbs into a small bowl and fold in the cooked bacon and Parmesan cheese.
- Serve orzo topped with the crispy bacon Parmesan crumbs and chopped parsley, if desired.
Notes
Refer to above blog post for expert tips, in-depth ingredient information and substitution ideas and answers to frequently asked questions.
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Nutrition
- Serving Size: 1/8 recipe
- Calories: 393
- Sugar: 2.4 g
- Sodium: 848.9 mg
- Fat: 26.3 g
- Carbohydrates: 22.4 g
- Fiber: 1.1 g
- Protein: 16 g
- Cholesterol: 71.7 mg


SO GOOD!!!! Hubby also loved it, especially with the bacon breadcrumbs. This one is definitely going into the rotation!
Yaaaaay! honored it gets a spot in the regular rotation!!