Baked Macaroni and Cheese with Caramelized Onions and Mushrooms

Baked macaroni and cheese is a soul food, homemade recipe with crunchy panko breadcrumbs topping perfect for Thanksgiving, Christmas, and holidays.

Macaroni and cheese with caramelized onions and mushrooms is just what I need to satisfy my current cravings. Southern-style, soul food mac and cheese is much different than the stuff you buy in a box with all of the fake cheese. We did not grow up eating Easy Mac in my family. For holidays and traditional Sunday dinners we always had a huge dish of baked macaroni and cheese as a side dish.

Recently, I have been on a roll whipping up my traditional Southern Style Baked Macaroni and Cheese for a couple of gatherings with friends. With the holidays approaching, it is inevitable that I will prepare this dish time and time again. 

Over the weekend I decided to treat myself to a juicy burger and fries from a local burger spot in Kansas City, Max’s. Max’s is located in the southern part of KC, really close to the Waldo area. It is a small family-owned shop, and yes their burgers are amazing.

I always check out the daily special before requesting my order. During this visit, the special included caramelized onions and mushrooms with swiss. Ummm….yes, please! I devoured every bite of that burger. It left me wanting more. Hence the inspiration for this recipe.

I took my traditional mac and cheese recipe, swapped out a couple of the cheeses, and added caramelized onions and mushrooms. To create a crunchy topping I sprinkled on panko bread crumbs….such a yummy combination!

Mac and cheese is a family favorite. There are so many ways to get creative with toppings and add-ins. Be sure to check out my Bacon Gouda Mac and Cheese recipe as well.

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Baked Macaroni and Cheese with Caramelized Onions and Mushrooms

Soul Food Baked Macaroni and Cheese with Caramelized Onions and Mushrooms is a homemade recipe perfect for Thanksgiving, Christmas, and holidays.

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Course Appetizer, Side Dish

Cuisine American

Prep Time 25 minutes minutes

Cook Time 40 minutes minutes

Total Time 1 hour hour 5 minutes minutes

Servings 5

Calories 477kcal

Author Brandi Crawford

Cook ModePrevent your screen from going dark

Ingredients

• 2 cups sharp cheddar cheese shredded
• 1/2 cup parmigiano reggiano shredded
• 1 cup mozzarella cheese shredded
• 1/2 cup gouda cheese cut into small chunks
• 1/2 pound elbow macaroni or macaroni shells
• 1 1/2 cups milk
• 1/2 cup heavy whipping cream
• 1 1/2 tablespoons flour
• 2 tablespoons butter
• 1/4 cup panko bread crumbs
• salt, pepper, and onion powder to taste

Caramelized Onions and Mushrooms

• 1 cup mushrooms sliced
• 1 onion sliced into small slivers
• 1 teaspoon balsamic vinegar
• 1 tablespoon olive oil

Instructions

Caramelized Onions and Mushrooms

• Add the olive oil and onions to a saucepan over medium-high heat. I recommend using a saucepan instead of a skillet so that the heat from the pan can rise and assist in browning the onions.
• Cook for 2-3 minutes until the onions become fragrant and soft. Lower the heat to medium-low. 
• Add the balsamic vinegar and mushrooms. Cook for an additional 20 minutes, stirring every 3-4 minutes to ensure the onions don't burn. You want them to brown, but remain soft. While the onions and mushrooms brown, begin prepping the mac and cheese.

Mac and Cheese Instructions

• Preheat oven to 400 degrees.
• Boil a large pot of salted water over high heat. Add the macaroni and cook for about 5 minutes.
• Drain the macaroni and rinse with cold water. Reserve some of the water from the pasta in case you need it later. This is important. You want the pasta to cool so that it does not continue to cook. The pasta will cook again while baking in the oven. Over-cooked pasta results in a terrible texture.
• Heat a sauce pan on medium heat. Add the butter and allow it to melt.
• Once melted, add the flour and whisk. This will create a slurry. Continue to whisk until the four is fully combined.
• Add the milk and heavy whipping cream and stir.
• Add half of the cheese and stir until the cheese is melted.
• Add the seasonings and taste repeatedly. This step is important because you don't want bland mac and cheese.
• Return the pasta to the large pot. Drizzle the liquid mixture over the pasta and stir until fully combined. 
• Ensure there is adequate liquid throughout these steps (additional milk or reserved pasta water work well). This can be tricky. You do not want the dish to appear like soup, but you do not want it to be dry.
• This step is important because without adequate liquid the dish will dry out while baking.
• Spray a baking pan with cooking spray.
• Begin to layer in the pasta. Start with the pasta, then add a layer of all of the shredded cheese and gouda chunks. Add the onions and mushrooms.
• Add another layer of pasta, and then another layer of cheese.
• Sprinkle the panko bread crumbs throughout the top.
• Bake for 20 minutes until the cheese has melted and is bubbly.
• Cool before serving.

Notes

You can choose whatever cheese you want for this recipe. I mix and match the cheese I use with mac and cheese dishes all of the time. Romano, fontina, and white cheddar work really well, too.

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Nutrition (displayed with net carbs)

Calories: 477kcal

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Nutrition DataMacros are provided as a courtesy and should not be construed as a guarantee. This information is calculated using MyFitnessPal.com. To obtain the most accurate nutritional information in a given recipe, you should calculate the nutritional information with the actual ingredients used in your recipe, using your preferred nutrition calculator. You are solely responsible for ensuring that any nutritional information provided is accurate, complete, and useful.