Balsamic caramelized onions and tender mushrooms are a winning combo in this creamy, cheesy balsamic caramelized onion mushroom mac ‘n’ cheese! The best weeknight comfort food.

So I’d say it’s most definitely time for some hard-core comfort food.
Can balsamic caramelized onion mushroom mac ‘n’ cheese deliver? Ohhhhhh it most definitely can.
When the cold weather hits, we pull out ALL the cozy food stops around here! This mac will fit the bill.

So it turned fall here like overnight, guys. Not even kidding the amount of soups, casseroles, and basically anything HOT that we’re making around here these days.
Mac ‘n’ cheese is totally a year-round kinda comfort food deal but even more so right now.
Let’s pump up the flavors in a childhood classic today with incredible ingredients like caramelized onions, mushrooms, and balsamic!
This Balsamic Caramelized Onion Mushroom Mac ‘n’ Cheese features…
- Deeply flavorful caramelized onions
- Balsamic + garlic sauteed mushrooms
- A rich cheese sauce made from sharp cheddar and Parmesan
- Classic elbow pasta, but feel free to use whatever pasta shape you like!

Making the Balsamic Caramelized Onion Mushroom Mac ‘n’ Cheese
(scroll to the bottom of the post for the full recipe!)
Caramelized Onions + Mushrooms
Start off by caramelizing a thinly sliced onion in a little olive oil + butter.
The trick with caramelizing is a low ‘n’ slow process and you’re going to want to cook the onion on medium to medium low heat 15-20 minutes stirring occasionally until the onion is a deep caramelized brown.
Add sliced mushrooms to the onions and let cook until tender, about 3-5 minutes. Add garlic + balsamic and let cook 1 minute until fragrant.
Mac ‘n’ Cheese
To make the cheese sauce, first you’re going to make a roux of butter + flour. Let that cook on the stove until golden brown, then slowly begin adding half and half and milk, whisking constantly until sauce is smooth.
Let the sauce cook until thickened then remove from heat and add shredded sharp cheddar cheese + Parmesan. Stir sauce around until the cheese is melted then fold in the caramelized onions/mushrooms and cooked elbow pasta.
If you’re using an oven-safe skillet, slide it straight into the oven or transfer to a baking dish and let bake at 375F 15-20 minutes until bubbly.

You will unashamedly be eating this mac straight outta the pan, guys. It is the REAL DEAL cozy food.
The caramelized onions and balsamic add incredible rich, savory flavors, the mushrooms are perfectly tender alongside the pasta and there’s so. much. CHEESE!
The more cheese the merrier is what the Wisconsinite in me will always preach. ✌️✌️
Meet your new comfort food go to. It’s this winner right here!

Try these other mac ‘n’ cheese favorites next time!
- Roasted Red Pepper Sausage Skillet Mac ‘n’ Cheese
- Baked Pumpkin Roasted Red Pepper Mac ‘n’ Cheese
- Chipotle Bacon Butternut Squash Mac ‘n’ Cheese
Watch this mac ‘n’ cheese made step-by-step on Google web stories!
Balsamic Caramelized Onion Mushroom Mac ‘n’ Cheese
Ingredients
- 1 tablespoon olive oil
- 1/4 cup plus 1 tablespoon, divided butter
- 1 medium onion, thinly sliced
- 1 cup thinly sliced button mushrooms
- 2 cloves garlic, minced
- 1/4 cup balsamic vinegar
- 1/4 cup white whole wheat flour
- 1/2 cup half and half cream
- 1-1/2 cups milk
- 1 cup shredded sharp cheddar cheese
- 1/3 cup grated Parmesan cheese
- 12 oz elbow pasta, cooked according to package instructions
- Salt and pepper to taste
Instructions
- In a large oven-safe skillet over medium heat, melt olive oil and 1 tablespoon butter until pan is shimmery. Add onions and let cook, stirring occasionally until onions are a deep caramelized color, about 15-20 minutes.
- Add mushrooms to pan and saute an additional 3-4 minutes or until mushrooms are softened. Add garlic and balsamic and saute 1 minute until fragrant. Scrape onion/mushroom mixture into a bowl and set aside.
- In same skillet over medium heat, melt remaining 1/4 cup butter. Whisk in flour until completely smooth and let cook 1 minute until golden brown. Slowly whisk in half and half and milk until mixture is smooth. Bring to a simmer over medium heat until sauce is bubbly and thickened.
- Remove sauce from heat and whisk in cheeses until melted. Add cooked pasta and onion/mushroom mixture and stir until evenly combined. Season with salt and pepper to taste.
- Bake mac 'n' cheese in oven-safe skillet or a greased 9×13 baking dish at 375F 15-20 minutes or until bubbly and golden brown. Serve hot and enjoy!
Kim says
Sarah, I love a classic Mac and Cheese, but my goodness does your version sound amazing. The combination of ingredients makes my mouth water. It takes this dish to a whole new level. The perfect indulgence.
Sarah says
It’s definitely a keeper recipe! Let me know if you try it!
Dorota says
This was amazing!!!!! We added some crumbled up bacon on top. Also any tips on reheating this the next day??
Sarah says
Hi Dorota – so glad to hear this mac n cheese was a hit! For reheating, we recommend heating individual servings in the microwave 1-2 minutes on high, stirring once halfway through.
Jackie Dippolt says
Thank you Sarah for another terrific recipe. I’m definitely trying this out this weekend.
Sarah says
Happy to hear that, Jackie! LMK how it turns out!