Macaroni and Cheese with Shrimp and Fried Pancetta

Posted on by on June 17th, 2011 | 17 Comments »

Comfort food: food that brings some form or measure of comfort, sense of  well-being, or easy satisfaction. Such food choices may consist of the simple and familiar.

For me, and many others wont disagree, macaroni and cheese is one of those time honored classic American comfort foods. Whether its out of the box or a batch of your mom’s recipe, everyone feels a little better after a bowl. I think the first thing I made for myself when I was no longer living at home was macaroni and cheese. It was just one of those meals that reminded me of home. My mom would always make it whenever requested. She had a recipe that was fast, easy and to the point. It consisted of just 4 ingredients; macaroni, butter, cheese and milk. She never wrote down the recipe because nothing was really measured. “Just use a lot of cheese, the more the better, a BIG hunk of butter and cover it all in milk”  is what she told me. The best thing about moms recipe was that it used fat free american cheese (kraft singles), margarine, and skim milk. Even though it was ‘diet’ still, nothing ever compared to mom’s mac and cheese, nothing. And though there is nothing like the original, nothing like what you grew up loving, this following mac and cheese recipe is one that can rival any other, even moms.

This version of the classic uses 3 different types of cheeses, shrimp and pancetta. I think that lobster would be a divine substitute for shrimp. If you are not a lover of sea food, leave it out! I am pretty sure it would be amazing with just the pancetta. Or try chorizio instead of pancetta. Be creative, follow your palette! Hey go vegetarian, nix the shrimp and pancetta altogether and mix in some chopped broccoli. You could of course just make it with the cheese too! The possibilities are endless.

Unfortunately this recipe is not quite as calorie friendly as my moms. Though I suppose you could use reduced fat cheese and skim milk, but why bother? As Julia Child said, “The only time to eat diet food is when you’re waiting for the steak to cook”. Or mac and cheese with shrimp and fried pancetta in this case.


1 stick butter, divided (plus more for greasing baking dish)
4 to 6 ounces thinly sliced pancetta, chopped
1 lb shrimp, cooked, cut into chunks
1 onion, chopped
1 teaspoon dried red pepper
1 garlic clove, minced
1/4 cup all purpose flour
3 1/2 cups milk (plus a little more)
2 3/4 cups grated sharp cheddar cheese
3/4 cup grated Parmesan cheese
8 ounces mascarpone cheese
1 1/2 cups panko breadcrumbs
1 pound macaroni ( whatever your favorite is!)


In a pan with some olive oil, saute shrimp until cooked, cut into bite size chunks and set aside.
Melt 1 1/2 tablespoon of butter in a large skillet over medium heat.
Add the pancetta and sauté until browned and crisp.
Add the onion and sauté until lightly browned and softened.
Add the red pepper and garlic, stir 1 minute.
Add 2 1/2 tablespoons butter to pancetta mixture and allow to melt, add the flour and
stir to coat everything evenly.
Gradually whisk in milk; simmer until mixture has thickened, stirring frequently, about 5 minutes.
Remove from the heat and whisk in the cheeses and shrimp.
If necessary whisk in more milk to render the sauce thick but pourable.
Season with salt and pepper. (At this point you may just want to take a large ladle and eat the sauce, but dont, try and resist the urge)
Melt 4 tablespoons butter in a large skillet over medium heat.
Add the panko and toast until lightly  golden.
Remove from heat.
Preheat oven to 350F and grease a large baking dish with butter.
Cook the pasta in a large pot of boiling salted water until al denté.
Drain and return pasta to pot and add the cheese sauce, tossing to coat.
Season with salt and pepper as necessary.
Pour the mixture into your prepared baking dish and sprinkle panko over top.
Bake until heated through and topping is golden brown, about 20 minutes.
Keep checking as you dont want to over cook it in the oven. The key is you want to keep it nice and creamy!!

« White Chocolate and Lemon Anniversary Cake
A Trip To Abu Ghosh, The Hummus Capital of Israel »


  1. Posted on: 6-17-2011

    OMG! Not just Mac & Cheese, but also shrimp and pancetta?! Do you want to kill me?! 😀

    • BethMichelle
      Posted on: 6-19-2011

      Hahah Giulia! This is definitely not an everyday meal but it’s so worth it once in awhile!

  2. Posted on: 6-17-2011

    Wow! Sounds wonderful! Yummy!

    • BethMichelle
      Posted on: 6-21-2011

      Thanks Christine!! It is sooo yummy

  3. Posted on: 6-17-2011

    BIG shrimp in there… Looks so delicious Beth! Haha Giulia is right. You are trying to kill us with this delicious mac and cheese. And it’s lunch time here~~~ My kids will totally enjoy this as well as me. Thanks for sharing yummy comfort food!

    • BethMichelle
      Posted on: 6-19-2011

      Nami! I think your kids would absolutely love this! It’s so good!!

  4. Posted on: 6-18-2011

    I love that you included mascarpone!!!!!!!!!!!!

    • BethMichelle
      Posted on: 6-19-2011

      Tiffany, I LOVE mascarpone! It made the mac and cheese so creamy!

  5. Posted on: 6-18-2011

    I’d take out the shrimp and double up on the pancetta.

    • BethMichelle
      Posted on: 6-19-2011

      Sandra, the possibilities are endless, you cant go wrong with double pancetta!

  6. Posted on: 6-18-2011

    I am not a big fan of shrimp, but I’d gladly put more pancetta in it… just like Sandra said!!! Looks yummy!!!!! And I agree… comfort food should NOT be low fat!!! hehehehe

    • BethMichelle
      Posted on: 6-19-2011

      Manu, comfort food is only good when its fattening!!!!

  7. Posted on: 6-18-2011

    Oh my goodness! This has so many incredible things in it, I don’t even know how I could resist! Now… I just need to pick up some shrimp and I’ll be good to go =)

    • BethMichelle
      Posted on: 6-19-2011

      Peggy, This has the BEST stuff going on in it!!

  8. Posted on: 6-19-2011

    This looks amazing! I don’t even like shrimp or macaroni and cheese for that matter, and I want to eat this.

    • BethMichelle
      Posted on: 6-19-2011

      Laura, I think this would convert anyone into liking mac and cheese.

  9. Posted on: 9-13-2012

    Hi there. This week’s Food on Friday is all about ham. So it would be great if you linked this in. This is the link . Have a good week.

    PS I am following you now via Facebook. If you like Carole’s Chatter it would be great if you followed me back.

Leave a Reply

Connect With Me

Subscribe Via Email

my foodgawker gallery
My TasteSpotting Gallery
My Tasteologie Gallery
Bloggers - Meet Millions of Bloggers