Baked macaroni and cheese is a soul food, homemade recipe with crunchy panko breadcrumbs topping perfect for Thanksgiving, Christmas, and holidays.
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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.
Pin this recipe for later here.
Baked Macaroni and Cheese with Caramelized Onions and Mushrooms
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I'll email it to you, so you can come back to it later! You will also get our free digital cookbook with 30-Minute One-Pot Recipes and weekly recipes and tips.
Ingredients
- 2 cups sharp cheddar cheese shredded
- ½ cup parmigiano reggiano shredded
- 1 cup mozzarella cheese shredded
- ½ cup gouda cheese cut into small chunks
- ½ pound elbow macaroni or macaroni shells
- 1 ½ cups milk
- ½ cup heavy whipping cream
- 1 ½ tablespoons flour
- 2 tablespoons butter
- ¼ 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
Nutrition
Nutrition Data
Macros 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.
Angela Tolsma says
I am totally going to have to make the caramelized onions and mushrooms. That sounds so yummy and balsamic vinegar is not an ingredient I would have expected.
jen temcio says
I want to try this recipe because I love mushrooms and onions. Your food photog is so good! It makes me want to try your recipe AND go shopping for new baking dishes 🙂
staysnatched says
Thank you so much! I actually recently bought these baking dishes, which was another incentive to put together this recipe. 🙂
chris says
No way! I've literally just made an insane amount of caramelized onion and was wondering what I could do with it. Thanks for the inspiration!!!
Joyce says
I love caramelized onions and this totally screams comfort with flavour! Drooling over that creaminess right now!
Lois Alter Mark says
First of all, that dishware is GORGEOUS- what a fun way to spice up the plating of an old classic. This mac and cheese would be perfect for my vegetarian husband and daughter. The mushrooms add a satisfying component often left out of the traditional recipe. Yum!
Alicia says
This looks so so good. I LOVE caramelized onions so I have to try this recipe.
Sandi says
This looks like a fabulous idea to try 🙂
Joline says
That looks so creamy and cheesy and so delicious! I love the addition of caramelized onions.
Cindy @ The Sweet Nerd says
I'm so trying this with my boys - onions count as a vegetable right? Def mushrooms. Also, I see other people are commenting on them too, but where did you get the dish ware? Love 'em.
staysnatched says
Onions definitely count! 🙂 I got them at Home Goods. So it could be hit or miss to whether your local store will have these. They were available at 2 locations where I live, though.
Beth says
That looks so delicious and cheesy! I love the addition of the caramelized onions and mushrooms!
Tina says
I LOVE your use of the cheeses. I like a variety of cheeses too in my mac & cheese. I haven't used fontina before but it sounds interesting. The onions & mushrooms definitely say 'grown up' mac & cheese. I am looking forward to making this:)
Thanh | Eat, Little Bird says
Looks so delicious! I love how mac 'n cheese can be ordered as a side dish in the US 🙂 It's one of my favourite dishes.
Milena says
Every time I come to your site my mouth just waters! Mac and cheese is one of my favorites!
Ashley says
Making my own mac and cheese is something I have never attempted but this looks pretty tasty. I need to try this recipe out.
Noel Lizotte says
Such a grown up mac & cheese! I love caramelized onions, but didn't think to add them to mac & cheese. Guess what I'm making this weekend?! Thanks for the inspiration!
Dawn Nieves says
This looks absolutely amazing! I love a good bowl of mac and cheese and I cannot wait tot try this!
Alice Boswell says
Wow that looks so yummy. Ooops my mouth waters after I see this.
Sandi says
My kids would love a dish of that mac n cheese 🙂
Tiffany Khyla says
I've never had mac and cheese with caramelized onions and mushrooms before, but it sounds so tasty! I love that a trip to get a burger inspired this recipe. I'm definitely pinning this. I can't wait to give it a try.
Stephanie says
Oh my gosh, this looks delicious! I would have to leave out the mushrooms, I personally can't stand them, but I never thought about putting caramelized onions on my mac and cheese.
Amanda says
I haven't had mac & cheese in sooo long, but I love it and you've inspired me to try taking it to a whole new level of yumminess next time I make it!
Kristin says
YUMMM!!!!! I love baked Mac and cheese, I've never tried it with carmelized onions!
Monica (NYCTechMommy) says
OMG!! I need to make this recipe right away! We love mac and cheese around here and to be totally honest sometimes it's about the only thing I can get my picky eaters to eat. The caramelized onions gives it a little something extra to look forward to. I need to try it!
Bree says
This looks and sounds delicious! I am definitely going to have to try this recipe. My daughter and I LOVE mac and cheese so I'm sure this would turn out great. Thanks for sharing!
Debbie Savage says
My 11 year old is a wonderful cook. I just showed her your recipe and she asked me to print it out! She can't wait to try this. She is a total mac and cheese fan!
staysnatched says
This is so adorable! I hope she enjoys it!
Jack bransson says
This looks so delicious, why its not included in our meals?, its gonna be worth it to add it to our meals. Thank you for sharing it though, i really appreciate for this delicious meal!
Mike says
OMG this looks amazing! I could literally eat mac everyday, why can't it be so healthy!?
Rose says
Yes, please! Of course I'm a mac and cheese fan who's not? I do however like onions and mushrooms so this dish looks extra fun and tasty now!
Joanna @ Everyday Made Fresh says
I love a really good baked macaroni and cheese. I love that you added the onions. Yum! My husband and daughters would appreciate the mushrooms.
Jen Walker says
There are fewer better comfort foods that a good made from scratch mac & cheese! I'd have to leave of the mushrooms but otherwise I'd love this! If only my littles could appreciate scratch made rather than just the boxed option from Kraft! Oy!
anosa says
I am salivating at the thought of this recipe! I recently made free from Mac and cheese! I've never thought of a caramelised version! this is genius ! I need to try this
Amber Myers says
Thank you for making me drool. I just LOVE macaroni and cheese, and this dish looks fabulous.
Claudia Krusch says
Macaroni and cheese with caramelized onions and mushrooms is sure to be a big hit in my house. I am always looking for new recipes to try. I will have to add this to my meal plan for next week.
Kitty says
omg that looks yummm... I wish i can make it that well... will definitely try this recipe 😀
Denay DeGuzman says
This baked macaroni and cheese looks super scrumptious! I can hardly wait to try out this delicious recipe. Your photos are beautiful!
Ruth I. says
I can honestly say I have never heard of macaroni and cheese with mushrooms! It sounds incredible and I'm definitely bookmarking this to try later!
Hannah Marie says
Seriously, you can't go wrong with pasta, cheese, caramelized onions and mushrooms! You have hit all the senses with this fantastic recipe! WOW!
Agentszerozerosetter says
Omg this recipe looks absolutely delicious! Love all the ingredients you chose, it's perfect for this period of the year!
Kiwi says
I love a good mac and cheese recipe. I love the idea of the caramelized onions in this version.
Patricia-Ann Que says
im a big fan of mushrooms and caramelized onions so this is surely a must for me! great shots too!
Sam says
This looks amazing! I would love to give it a try!!
Jake Ferrer says
Oh i love baked macaroni and this macaroni looks so delicious! Yummy!
Emman Damian says
I'm a big fan of this BAKED MACARONI AND CHEESE WITH CARAMELIZED ONIONS AND MUSHROOMS recipe! It looks so yummy!
Ashley Bass says
OH MY Goodness this looks delicious. Mac and cheese is a huge hit in out house this may take it to a entire new level
Angela Milnes says
Tat is a really great recipe. I love your cookware too!
Blair villanueva says
Wow your recipe looKs so good. Now am craving for baked mac and cheese 🙂
Oh you can make many of this and sell it for profit 🙂
Ingrid Rizzolo says
Every family loves mac and cheese Mac. In fact Mac and cheese is as American as apple pie. Your mac and cheese looks good . Sometimes we can't help let our taste buds take the lead.
Brad says
Just made this for my family here in Oakland, California. Everybody loved it! I used smoked paprika which pumped up the rich flavor of the caramelized onions. Thanks!
staysnatched says
Smoked paprika sounds fabulous! I'm glad you enjoyed it!