October 15, 2013

Gooey Macaroni and Cheese with Caramelized Onions & Mushrooms

Macaroni with Caramelized Onions & Mushrooms

There comes a time every fall when I feel I must, simply must, have a cheesy casserole for dinner. It kind of like the way I crave soup the second I see snow, and want fresh pesto the moment spring flowers bloom. This year I decided to take my craving to the meatless side and make a decadent mac and cheese ramped up with the addition of sweet caramelized onions and earthy mushrooms.

In my year investigating the mushroom flavor trend for Sargento I decided to make this casserole with Hen of the Woods mushrooms. They are small and delicate with woodsy notes. I also used the Sargento 4 State Cheddar Cheese blend. It is my personal favorite for macaroni and cheese because of the sharp New York cheddar with the subtle smoothness from the California and Wisconsin. I’ve said it before and I’ll say it again, mushrooms seem to pair remarkably well with cheese.

This big gooey casserole would be awesome for a casual dinner party or a children’s feast,  but this time I just made it for a regular Friday night meal. We ate it with leftover squash, a crisp white wine, and a crunchy green salad. I might even throw this into the rotation for Mondays because it is a perfect meatless Monday meal. It is also a great way to enjoy mushrooms in a stick-to-your-ribs kind of way in the colder weather. Which, though it means the days are getting shorter, I am glad is coming.

(Disclosure: This post was sponsored by Sargento. The recipe and photographs expressed are my own. Thank you for supporting the sponsors that make The Naptime Chef possible.)

Gooey Macaroni and Cheese with Caramelized Onions & Mushrooms
Buy these ingredients Powered by Popcart


  • Olive oil
  • 3 yellow onions, thinly sliced
  • 2 cups Hen of the Woods mushrooms, rinsed and patted dry
  • 1 pound elbow macaroni
  • 6 tablespoons unsalted butter
  • 4 tablespoons flour
  • 2 tablespoons dry mustard
  • 3 cups whole milk
  • 6 cups shredded cheddar cheese
  • Salt
  • Pepper


  1. 1. Preheat the oven to 350 degrees F. Cook the macaroni to al dente, about 2 minutes less than the recommended cooking time on the box, and set aside
  2. 2. In a small skillet add a drizzle of olive oil and add the slice onions. Bring the heat to medium and slowly cook the onions for about 20 to 30 minutes, or until they turn a deep golden brown. Turn the onions as necessary with a wooden spoon so they don't burn.
  3. 3. While the onions are cooking add the mushrooms to a second skillet and bring the heat to medium-low. Slowly cook the mushrooms until they reduce and size and are cooked through.
  4. 4. Make the cheese sauce by melting the butter in a large saucepan over medium heat. Then add whisk in the flour and dry mustard until it is completely smooth and a thick paste forms. Then slowly pour in the milk and whisk well so that there are no lumps. Continue to whisk over medium heat until the mixture thickens. About 5 minutes. Then, stir in the cheese until it is melted and set aside.
  5. 5. To assemble the casserole: Stir the cooked pasta into the saucepan with the cheese sauce. Add a little bit of balsamic vinegar to the pan with the onions and scrape up any browned bits and pour everything into the pasta. Then, stir in the mushrooms until both the onions and mushrooms are evenly incorporated. Pour the mixture into a prepared 13x9 baking dish.
  6. 6. Bake the casserole for about 30 minutes, or until browned and bubbly on top. Serve warm.

5 Responses to “Gooey Macaroni and Cheese with Caramelized Onions & Mushrooms”

  1. jamiesrecipes says:

    I love Sargento cheese!

    What a wonderful adult twist on a classic dish. I will eat pretty much anything with caramelized onions.

  2. Teresa says:

    Made it for dinner tonight and it was AMAZING! It took longer to caramelize the onions but wow, very good. Thanks!

  3. […] my year of exploring the flavor trend of mushrooms with Sargento I’ve been trying to highlight the many ways mushrooms can be used in home cooking. So far […]