Jalapeño Popper Mac & Cheese Casserole

We love any recipe that boosts flavor and minimizes fuss, and this one hits both of those marks. It borrows the ingredients from classic jalapeño poppers and melds them seamlessly into a baked mac and cheese dish that will become a family favorite.







  • 6 Tablespoons Challenge Lactose Free Butter, divided, plus more for pan
  • kosher salt
  • 1 pound elbow macaroni, small shell or cavatappi pasta
  • 2 jalapeños, seeded and diced, plus more sliced jalapeños for garnish
  • ¼ cup all-purpose flour
  • 4 cups whole milk
  • ¼ teaspoon freshly ground black pepper
  • 4 ounces cream cheese, cubed
  • 1 pound white cheddar cheese, coarsely grated
  • ¾ cup panko breadcrumbs
  • ½ teaspoon garlic powder
  • 8 slices cooked bacon, crumbled


  • 1

    Preheat oven to 375°F. Butter a 2 to 2½-quart baking dish and set aside.

  • 2

    Bring a large pot of salted water to a boil. Add pasta and cook for 2 minutes less than the package instructs. Drain, toss with 1 Tablespoon Challenge Spreadable Butter and set aside.

  • 3

    Melt 4 tablespoons Challenge Lactose Free Butter in a large saucepan over medium heat. Add jalapeños and cook for 2 minutes. Stir in flour and cook for 1 minute. Slowly add milk, whisking constantly, until completely smooth. Bring to a boil, reduce to a simmer and cook, whisking often, until thickened, 8-10 minutes.

  • 4

    Stir in cream cheese, ¾ teaspoon salt, and pepper and whisk until smooth and melted. Whisk in cheddar cheese, a handful at a time, until melted and smooth. Remove from heat, add pasta, and toss to coat.

  • 5

    Pour the pasta into the prepared baking dish; set aside while you make the breadcrumbs.

  • 6

    Melt remaining 1 Tablespoon Challenge Lactose Free Butter in a medium skillet over medium heat. Add panko and garlic powder and cook, stirring, until golden and crispy, 8-10 minutes. Sprinkle evenly over the mac and cheese.

  • 7

    Bake for 25-30 minutes or until golden brown and bubbling. Top with bacon crumbles and sliced jalapeños, if desired. Serve hot.

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