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1 (16-ounce) package elbow macaroni
2 (10¾-ounce) cans cheddar cheese soup
2 (12-ounce) cans evaporated milk
½ cup butter
1 teaspoon salt
1 teaspoon freshly ground pepper
½ teaspoon onion powder
½ teaspoon ground nutmeg
6 cups shredded sharp cheddar cheese
¼ cup HORMEL® Real Bacon Pieces plus 3 tablespoons, divided


  1. Heat oven to 350°F.

  2. Cook pasta according to package directions. Set aside.

  3. In medium saucepan, combine soup, next 6 ingredients and ¼ cup bacon pieces. Cook over medium heat, stirring often, until heated through and butter is melted.

  4. In 9-x 13-inch baking dish, spread ⅓ pasta, ⅓ cheese sauce and ⅓ cheese. Repeat with remaining ingredients, ending with cheese.

  5. Bake 40 minutes. Sprinkle with remaining 3 tablespoons bacon pieces.