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Tender mushrooms and balsamic caramelized onions take this luxurious mushroom mac 'n' cheese to another level!
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5 from 7 votes

Balsamic Caramelized Onion Mushroom Mac 'n' Cheese

Tender mushrooms and balsamic caramelized onions take this luxurious mushroom mac 'n' cheese to another level!
Prep Time 20 minutes
Cook Time 40 minutes
Total Time 1 hour
Servings 6 servings
Calories 533kcal


  • 1 tablespoon olive oil
  • 1 tablespoon plus 1/4 cup unsalted butter, divided
  • 1 medium sweet onion, thinly sliced
  • 1-1/2 cups thinly sliced button mushrooms
  • 2 cloves garlic, minced
  • 1/4 cup balsamic vinegar
  • 1/4 cup all-purpose flour
  • 1/2 cup half and half cream
  • 1-1/2 cups milk
  • 1-1/2 cups shredded cheddar cheese
  • 1/3 cup grated Parmesan cheese
  • 1 lb elbow pasta, cooked according to package instructions
  • Salt and pepper to taste
  • Fresh minced parsley for topping, optional


  • Preheat oven to 375F. 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 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 macaroni in oven-safe skillet or in a greased 9x13 baking dish at 375F 15-20 minutes or until bubbly and golden brown. Top with parsley if desired. Serve warm and enjoy!



Storing Instructions
Store mac 'n' cheese in refrigerator up to 6 days.


Serving: 12oz | Calories: 533kcal | Carbohydrates: 51.8g | Protein: 20.7g | Fat: 27.3g | Saturated Fat: 15.2g | Cholesterol: 126mg | Sodium: 340mg | Potassium: 304mg | Fiber: 0.7g | Sugar: 4.1g | Calcium: 343mg | Iron: 4mg