
When the bacon edges turn deep gold, the whole pot starts to smell like the best parts of a cheeseburger before the beef even goes in. I cook the bacon first, then brown the ground beef in a little of those drippings; the browned bits left behind become part of the broth instead of getting lost. That’s the start of this cheesy cheeseburger macaroni soup with bacon, a one-pot dinner with elbow macaroni and plenty of sharp cheddar.
The broth gets its body from flour stirred into the browned beef and vegetables, then beef broth goes in gradually so it blends smoothly. Tomatoes, Worcestershire, and yellow mustard keep the rich meat and cheese from tasting flat. At the end, milk warms gently and the cheddar melts in off the heat. The finished soup is creamy and savory, with crisp bacon tucked through every bowl.

Kitchen Note
Let the cheddar melt after the pot comes off the heat. I get a smoother finish that way, without overheating the milk while the cheese goes in.
Save this cheesy cheeseburger macaroni soup with bacon for a cozy dinner that brings crisp bacon and sharp cheddar to every spoonful.
Why the Beef Browns Before the Onion Goes In
Ground beef browns best when it has room to meet the hot surface of the pot. Adding the onion first would release moisture before the beef has browned, making it harder to get those savory browned bits that give the broth a deeper, meatier taste. Cooking the beef first also lets you see how much fat it releases and drain any excess before the vegetables go in.
That order matters in a soup where the beef, bacon, cheddar, and milk all bring plenty of richness. The browned meat gives the broth a hearty base, while the onion and garlic soften afterward without getting in the way of that browning. Once the flour coats the beef and vegetables, it helps the broth turn into something with a little more body than plain stock. The result still pours easily from a ladle, but it clings to the macaroni instead of tasting thin.
Keep the browning stage focused: break the beef into small pieces and let it cook until there are no pink spots and it reaches 160°F. If liquid collects in the pot, give it time to cook off; crowded, wet beef steams rather than browns.
The Ingredients That Give This Soup Its Cheeseburger Character

- Bacon — It brings smoky saltiness and the drippings used to brown the beef. Choose bacon you enjoy eating on its own; a very thin slice can crisp quickly, so keep an eye on the pot.
- Ground beef — The 85% lean blend gives the soup beef flavor and enough fat for browning without leaving an especially greasy broth. A leaner grind works, but the finished soup will taste a little less rich.
- Yellow onion and garlic — The onion softens into the broth while garlic adds a sharper savory note. Fresh garlic gives the clearest flavor; jarred minced garlic works in a pinch, though its taste is milder.
- All-purpose flour — Flour thickens the broth and helps give it a cohesive, spoonable texture. It needs to coat the beef and vegetables before liquid is added; swapping in a different thickener changes the method.
- Beef broth and diced tomatoes — Low-sodium broth leaves room for the bacon, Worcestershire, and cheese to season the pot. Keep the tomatoes’ juices; they add both tomato flavor and liquid, while drained tomatoes would make the balance less predictable.
- Worcestershire sauce and yellow mustard — These give the beef-and-cheese base its savory, slightly tangy cheeseburger character. Yellow mustard is the familiar mild style here; a hot or strongly flavored mustard would make the broth taste different.
- Elbow macaroni — Its small shape is easy to scoop with the beef and broth, and it cooks right in the pot. A small pasta shape can stand in, but its size may change how quickly it becomes tender.
- Whole milk and sharp cheddar — Whole milk keeps the broth creamy, while sharp cheddar gives it a more pronounced cheese flavor than mild cheddar. For the smoothest melt, shred a block of cheddar yourself; packaged shreds often contain coatings that can make the cheese less silky.
Build the Broth Before the Macaroni Goes In
Crisp the Bacon, Then Brown the Beef
Cook the bacon in a 6-quart Dutch oven over medium heat until crisp, about 8 minutes, turning it as needed. Move it to a paper towel-lined plate and leave about 1 tablespoon of drippings in the pot. Once the bacon is cool, crumble it. Add the ground beef, salt, and pepper, breaking the meat into small pieces as it cooks for about 6–8 minutes, until browned and at 160°F; drain excess fat if needed, leaving about 1 tablespoon behind.
Soften the Aromatics and Coat Everything with Flour
Stir the diced onion into the browned beef and cook for about 4 minutes, until softened. Add the minced garlic and cook for 30 seconds, just until fragrant; garlic can turn bitter if it sits too long over the heat. Sprinkle the flour over the mixture and stir for 1 minute so it coats the beef and vegetables. Don’t rush this minute—the flour needs to blend in before the broth is added.
Simmer the Macaroni in the Tomato-Beef Broth
Pour in the beef broth gradually, stirring as you go, then add the tomatoes with their juices, Worcestershire sauce, and yellow mustard. Bring the soup to a boil, stir in the elbow macaroni, and simmer uncovered for 8–10 minutes, stirring occasionally. Look for pasta that’s just tender, not swollen and soft. If it sticks to the bottom, stir more often as it simmers.
Warm the Milk and Melt the Cheddar Gently
Reduce the heat to low, stir in the whole milk, and warm the soup gently for 2–3 minutes without letting it boil. Take the Dutch oven off the heat before adding the shredded cheddar, then stir until the cheese melts into the broth. Fold in the crumbled bacon and serve while the macaroni is tender and the cheese is smooth.
Three Swaps That Change the Bowl Without Losing Its Comfort-Food Feel
Make It Gluten-Free
Use a measure-for-measure gluten-free flour blend in place of the all-purpose flour and gluten-free elbow macaroni. The soup may be a little less silky, and gluten-free pasta brands cook at different rates, so use tenderness rather than relying on the original timing alone.
Bring in a Little Heat with Pepper Jack
Replace the sharp cheddar with pepper jack for a gentle chile kick and a milder cheese flavor. Shred it from a block and stir it in off the heat; the soup will be spicier, but it will still have the same creamy finish.
Use Fire-Roasted Tomatoes for a Toastier Note
Swap in fire-roasted diced tomatoes and keep their juices. They add a lightly charred tomato flavor that plays well with the bacon, though the soup will taste a little less classic than it does with regular diced tomatoes.
Storage and Reheating
- Refrigerator: Refrigerate leftovers within 2 hours and use them within 3–4 days. The macaroni absorbs broth as it sits, so the soup will thicken.
- Freezer: The finished soup can be frozen, but the macaroni softens and the dairy may turn grainy after thawing; freezing isn’t my pick for this one.
- Reheating: Warm it gently on the stovetop, stirring often, until it reaches 165°F. High heat can make the cheese and milk separate, so avoid a hard boil.
Questions About the Pasta, Beef, and Leftovers

Cheesy Cheeseburger Macaroni Soup with Bacon
Ingredients
Equipment
Method
- In a 6-quart Dutch oven over medium heat, cook the bacon until crisp, about 8 minutes, turning as needed.
- Transfer the bacon to a paper towel-lined plate, crumble when cool, and leave about 1 tablespoon of drippings in the pot.
- Add the ground beef, salt, and pepper; cook, breaking the beef into small pieces, until browned and it reaches 160°F, about 6–8 minutes.
- Drain excess fat if needed, leaving about 1 tablespoon in the pot.
- Stir in the onion and cook until softened, about 4 minutes.
- Add the garlic and cook for 30 seconds.
- Sprinkle in the flour and stir for 1 minute to coat the beef and vegetables.
- Gradually stir in the beef broth.
- Add the tomatoes with their juices, Worcestershire sauce, and mustard, then bring the soup to a boil.
- Stir in the macaroni and simmer uncovered for 8–10 minutes, stirring occasionally, until the pasta is just tender.
- Reduce the heat to low and stir in the milk; warm gently for 2–3 minutes without letting the soup boil.
- Remove the pot from the heat and stir in the cheddar until melted.
- Mix in the crumbled bacon and serve.