“Upgrade your comfort food game with this ultra-creamy mac and cheese, loaded with sweet balsamic onions, savory mushrooms, and layers of melty, golden cheese.”
This Isn’t Your Average Mac and Cheese…
Mac and cheese is already a classic—but when you add deeply caramelized onions, earthy sautéed mushrooms, and a splash of balsamic? Magic happens. This Balsamic Caramelized Onion Mushroom Mac ‘n’ Cheese is rich, creamy, slightly tangy, and completely comforting. It’s the kind of dish that makes people go quiet at the table after the first bite.
I first made this on a rainy fall evening when I was craving something indulgent, but with a bit more complexity than the usual cheddar-pasta combo. The moment I stirred those balsamic-glazed onions into the bubbling cheese sauce, I knew it was going to be a winner. One bite in, and it instantly earned a spot in our cold-weather dinner rotation.
Key Ingredients (and Why They Matter)
Caramelized Onions
Slow-cooked until golden and sweet, these onions bring incredible depth and a melt-in-your-mouth texture. A splash of balsamic vinegar at the end enhances their sweetness and adds a rich tang that balances the cheese.
Mushrooms
Earthy, savory, and meaty—sautéed mushrooms add umami and body to the dish. Cremini or baby bellas work beautifully, but even white button mushrooms will do the trick.
Pasta (Elbow Macaroni or Shells)
Choose pasta with nooks and crannies to trap that luscious cheese sauce. Shells, elbows, or cavatappi are great options.
Butter & Flour (for Roux)
This duo creates the base of the creamy béchamel sauce, ensuring the cheese melts smoothly without clumping.
Milk & Heavy Cream
The perfect combo for a velvety, rich sauce. Whole milk works best, and the cream adds luxurious body.
Cheese (Cheddar + Gruyère or Mozzarella)
Sharp cheddar brings classic flavor, while Gruyère adds nuttiness and stretch. Mozzarella can be used for a gooier texture.
Balsamic Vinegar
The star twist. Just a touch added to the onions elevates them from savory to unforgettable.
Step-by-Step Instructions
- Caramelize the Onions
In a large skillet, melt 2 tbsp of butter over medium-low heat. Add thinly sliced onions and cook slowly for 25–30 minutes, stirring occasionally, until deeply golden. Stir in 1 tbsp balsamic vinegar and cook 2–3 more minutes until absorbed. - Sauté the Mushrooms
In the same pan, add a bit more butter if needed and sauté sliced mushrooms until browned and tender, about 8–10 minutes. Season with salt and pepper. Set aside with the onions. - Cook the Pasta
Boil pasta in salted water until al dente. Drain and set aside, reserving ½ cup of pasta water just in case. - Make the Cheese Sauce
In a large saucepan, melt 3 tbsp butter and whisk in 3 tbsp flour to form a roux. Cook for 1–2 minutes, then slowly whisk in milk and cream. Simmer gently until thickened, about 5 minutes. - Add Cheese & Combine
Stir in shredded cheddar and Gruyère (or mozzarella), letting them melt into a silky sauce. Add the mushrooms and balsamic onions. Taste and adjust seasoning. - Mix with Pasta
Fold in the cooked pasta. If it’s too thick, add a splash of pasta water to loosen. Transfer to a baking dish if baking, or serve straight from the pot. - Optional: Bake for Crunch
Top with extra cheese or breadcrumbs and broil or bake at 400°F for 10–15 minutes for a golden crust.
Serving Suggestions
This mac and cheese is rich, so pair it with something light and bright:
- A crisp arugula salad with lemon vinaigrette
- Garlic-roasted green beans or steamed broccoli
- A bold red wine (like Pinot Noir) or a sparkling water with citrus
- Top with fresh thyme, a drizzle of truffle oil, or toasted breadcrumbs for extra flair
Storage & Reheating Tips
Refrigeration
- Store leftovers in an airtight container for up to 4 days.
- Reheat in the microwave or on the stove with a splash of milk or cream to restore creaminess.
Freezing
- Freeze in individual portions for up to 2 months.
- Thaw overnight in the fridge and reheat in a covered baking dish at 350°F until warmed through.
Tip: Add extra cheese before reheating to freshen up the flavor and texture.
Final Thoughts
This Balsamic Caramelized Onion Mushroom Mac ‘n’ Cheese isn’t just a side—it’s a full-on flavor experience. It’s creamy, complex, and the kind of meal that makes you slow down and savor every bite. Whether you’re feeding a hungry crowd or cozying up for a night in, this dish hits all the right notes.
Give it a try, make it your own, and don’t forget to come back and tell me how it turned out. I love seeing your versions and creative twists!
Print
Balsamic Caramelized Onion Mushroom Mac ‘n’ Cheese
- Total Time: 55 minutes
- Yield: 6 servings 1x
Description
Rich, creamy, and bursting with umami, this mac and cheese is elevated with sweet balsamic-caramelized onions and savory mushrooms. It’s a next-level comfort food dish that’s perfect for cozy dinners, special occasions, or any time you want to impress with minimal effort.
Ingredients
8 oz elbow macaroni or shells
2 tbsp olive oil or butter (divided)
2 large yellow onions, thinly sliced
1 tbsp balsamic vinegar
8 oz mushrooms (cremini or baby bella), sliced
3 tbsp unsalted butter
3 tbsp all-purpose flour
2 cups whole milk
½ cup heavy cream
1 ½ cups shredded sharp cheddar cheese
1 cup shredded Gruyère or mozzarella cheese
Salt and black pepper, to taste
Optional: ½ cup breadcrumbs for topping
Instructions
Caramelize the Onions
In a skillet over medium-low heat, add 1 tbsp butter or olive oil and the sliced onions. Cook for 25–30 minutes, stirring occasionally, until deep golden. Stir in balsamic vinegar and cook 2–3 more minutes. Set aside.
Cook the Mushrooms
In the same pan, add remaining butter/oil and sauté mushrooms until browned and soft (about 8–10 minutes). Lightly season with salt and pepper.
Boil the Pasta
Cook pasta in salted boiling water until just al dente. Drain and reserve ½ cup pasta water.
Make the Cheese Sauce
In a large pot, melt 3 tbsp butter. Whisk in flour and cook 1–2 minutes. Slowly whisk in milk and cream. Simmer 4–5 minutes until thickened. Stir in both cheeses and mix until melted and creamy.
Combine Everything
Stir in the caramelized onions, mushrooms, and cooked pasta. Mix well. Add pasta water to loosen if needed. Season with salt and pepper to taste.
Optional Bake
Transfer to a greased baking dish, top with breadcrumbs and extra cheese, and bake at 400°F for 10–15 minutes, or broil until golden.
Notes
For extra flavor, use a mix of cheeses—try white cheddar, fontina, or smoked gouda. To make it heartier, stir in shredded rotisserie chicken or crispy bacon. This mac ‘n’ cheese also pairs beautifully with a drizzle of truffle oil for a luxurious finish.
- Prep Time: 20 minutes
- Cook Time: 35 minutes
Nutrition
- Serving Size: 6 servings
- Calories: 490
- Sodium: 460mg
- Carbohydrates: 42g
FAQ: Balsamic Onion Mushroom Mac ‘n’ Cheese
Can I make this vegetarian?
Yes! It’s already vegetarian-friendly—just be sure to use vegetarian cheese or rennet-free options if needed.
What mushrooms work best?
Cremini (baby bellas), portobello, or white button mushrooms are all great. For extra flavor, try a mix.
Can I use plant-based milk or cheese?
Absolutely. Use unsweetened plant-based milk (like oat or cashew), and a meltable vegan cheese blend.
Can I make it gluten-free?
Use gluten-free pasta and a 1:1 gluten-free flour blend for the roux.
Can I caramelize onions faster?
They take time for best results, but adding a pinch of sugar can help speed up the process slightly. Don’t rush the magic, though—slow is key for depth.