Mushroom-Herb Macaroni & Cheese

Macaroni and cheese is a perennial favorite among kids and a safe fall back for parents with picky eaters. However, most adults will tell you that they still consider the ooey, gooey dish to be one of the ultimate comfort foods. One of the best things I could have ever done was learn how to make homemade macaroni and cheese from scratch. No more blue box mac n’ cheese for this girl! I have made quite a few different variations (a basic recipe, along with a “grown up” version that includes bacon) and I have to say that this one is by far my favorite. This mushroom-herb version was born out of a fondue dish that my Chief Culinary Consultant and I enjoyed during a snowy weekend last January while watching some playoff football. The fondue dish included brie with a couple of other cheeses and a mushroom-herb paste mixed in; I took this idea and turned it into an insanely delicious baked macaroni and cheese recipe.

As with most homemade macaroni and cheese recipes, this one is based on a bechemel sauce that includes melted cheese. Gruyere and white cheddar are two of my favorite cheeses and really complement each other well, so it was a no brainer for me to use them in this dish. The addition of mushrooms and herbs truly makes this more of a glammed up, gourmet style dish that you could easily serve to company and feel confident about. I love the layer of bread crumbs on top; it keeps the pasta from drying out in the oven and adds a deliciously crunch to each and every bite.

This recipe is currently being featured on the 30 Days 30 Ways with Macaroni & Cheese blog that celebrates National Macaroni and Cheese Month. That’s a perfect holiday, if there ever was one! Each day for 30 days a new macaroni and cheese recipe will be featured – you will have no lack of ideas for homemade macaroni and cheese! The good people of the Wisconsin Milk Marketing Board coordinated this effort and provided me a stipend for the ingredients in this recipe (anytime you can snag discount Gruyere, it’s a bonus!).

Do you have a favorite macaroni and cheese recipe? The thing I love about making it at home is all of the different variations you can try!

Mushroom-Herb Macaroni & Cheese

Yield: Serves 6 as a main dish or 8-10 as a side dish

Prep Time: 30 minutes

Cook Time: 15 to 20 minutes

Total Time: 50 minutes


11 tablespoons butter, divided
1 pound cremini mushrooms, roughly chopped
1 shallot, minced
Salt & pepper
2 tablespoons white wine vinegar
4 tablespoons all-purpose flour
2 teaspoons chopped fresh thyme
2 teaspoons chopped fresh tarragon
2 teaspoons chopped fresh chives
3 cups whole milk
6 ounces shredded Gruyere cheese, divided
6 ounces shredded white cheddar cheese, divided
1 box (12-16 ounces) elbow or other small pasta
1 cup plain bread crumbs


1. Preheat the oven to 400°F. Have a 9x13-inch baking dish ready. Set a pot of water (for the pasta) over high heat and cover.

2. In a large skillet, melt 3 tablespoons of the butter over medium-high heat. Add the mushrooms and shallot and saute, stirring occasionally, until the mushrooms have cooked down and are browned, 8-10 minutes. Season with salt and pepper. Add the vinegar and cook, stirring, until the liquid has cooked off. Turn off the heat and set aside.

3. For the bechemel sauce, in a medium-sized saucepan, melt 4 tablespoons of the butter over medium heat. Once the butter has melted, whisk in the flour and cook for about 30 seconds, whisking constantly. Add the herbs and, still whisking, saute for another 30 seconds. In a slow, steady stream, whisk in the milk. Allow the sauce to come to a simmer.

4. While waiting for the sauce to simmer, add the pasta to the pot of boiling water and cook to al dente, or 1-2 minutes less than the box calls for.

5. Once the bechemel sauce simmers, stir in 5 ounces each of the Gruyere and white cheddar cheeses until completely melted. Season with salt and pepper. Turn off the heat.

6. Melt the remaining 4 tablespoons butter. In a small bowl, mix the melted butter with the breadcrumbs.

7. Strain the pasta and in a large mixing bowl, toss the pasta, the sauce, and the mushrooms. Pour into the baking dish. Sprinkle with remaining 1 ounce each of Gruyere and white cheddar. Sprinkle the breadcrumb mixture on top of the cheese.

8. Bake for 15-20 minutes, until browned and bubbly. Let sit for 10-15 minutes before serving.


45 Responses to “Mushroom-Herb Macaroni & Cheese”

  1. shelly (cookies and cups) on January 27, 2010 at 7:46 am

    This looks so delicious! Homemade mac and cheese is really the ultimate..and adding the mushrooms is brilliant!


  2. Mary Poppins in Heels on January 27, 2010 at 8:04 am

    I love making macaroni and cheese on cold nights. This recipe looks like a perfect one to try next! (Must be–it’s 8 a.m. and I’m ready to make it now!!)


  3. Drick on January 27, 2010 at 8:07 am

    wow, love adding the mushrooms and the cheese combination must be awesome


  4. Emily Ziegler on January 27, 2010 at 9:26 am

    This looks delicious AND beautiful!


  5. lululu on January 27, 2010 at 9:45 am

    i do agree mac and cheese is always one of the perfect comfort food among adults and kids!
    with the richness from those cheese, it’s nice to have a lighter touch of mushrooms.


  6. Alissa on January 27, 2010 at 10:15 am

    So, do you think it would lose a lot of flavor by omitting the mushroom? I’m against eating fungus…and I hate the texture of mushrooms.


  7. Michelle on January 27, 2010 at 10:22 am

    Hi Alissa,

    No, not at all. I think it would still be an outrageously good mac n’ cheese recipe! Enjoy 🙂


  8. Christien on January 27, 2010 at 10:54 am

    Y-U-M! Mushrooms and cheese together in perfect harmony. It looks like a happy weekend.


  9. Jeanne on January 27, 2010 at 11:52 am

    Yum! Macaroni and cheese is one of my favorite dishes to make because I can add different flavors every time. I’m not a big fan of mushrooms, but I love to add broccoli!


  10. Eliana on January 27, 2010 at 12:30 pm

    Oh man – I didn’t know it was national mac’n’cheese month. It’s is my absolute favorite comfort food and this looks like an excellent variation. I can’t wait to give this a try. Thanks so much for sharing 🙂


  11. Molly on January 27, 2010 at 12:32 pm

    I would eat mac and cheese every day if calories weren’t an issue. This looks fabulous. And thanks for the link to the macaroni and cheese blog – I will be checking that out too for some new ideas.


  12. Kerstin on January 27, 2010 at 3:40 pm

    Homemade mac and cheese is the best and I love the mushrooms in your version – yum!


  13. Aimee on January 27, 2010 at 6:10 pm

    WOW! That is SOME mac and cheese! Mmmm! I love how gruyere and cheddar are both in this, too!


  14. Erin on January 27, 2010 at 6:30 pm

    This looks like a fabulous version of mac & cheese! I will definitely have to try it. I loved Ina’s version and Emeril’s version is really good too- it has some cayenne in it, and I really liked the extra spice.


  15. Amy (Sing For Your Supper) on January 27, 2010 at 8:33 pm

    Mmm, this looks SO good!!


  16. Codee on January 27, 2010 at 11:00 pm

    I love you site!!! Thanks for sharing so many yummy recipes!



  17. Alta on January 28, 2010 at 11:52 am

    Wow, I love your version! Especially with mushrooms. Yum!


  18. Jen @ My Kitchen Addiction on January 28, 2010 at 2:17 pm

    Looks fabulous! I’ve never had mac and cheese with mushrooms before, but it sounds like a great idea. Not sure why I never tried it before.


  19. Christine on January 28, 2010 at 2:56 pm

    My mouth is watering! Not normally a mac and cheese girl, this one looks amazing!


  20. Trix on January 30, 2010 at 10:58 am

    I saw the on Kitchen Addiction’s Fave Friday things and I am SO glad I did. It’s talkin’ to me … mmmm


  21. Julie on January 30, 2010 at 11:02 am

    This looks just amazing…yum!


  22. B on January 30, 2010 at 6:14 pm

    I tried this on Thursday and it was fantastic. Thank you!


  23. bridget {bake at 350} on January 30, 2010 at 8:23 pm

    Oh my goodness….I just ate dinner and would STILL love a big ol’ bowl of this! Brilliant with the mushrooms! Can’t wait to try it!


  24. Dawn on January 31, 2010 at 1:06 am

    Can not wait to try this one! It looks too good!!!


  25. Annie on February 12, 2010 at 10:34 pm

    Girl, this looks fabulous! I can’t wait to try it.


  26. Ashley on February 18, 2010 at 4:37 pm

    I can’t even begin to count the number of times I’ve made mac & cheese! And I’m still not sick of it. This variation looks delicious.


  27. pita bread on March 30, 2010 at 5:33 pm

    I’ve been doing mac and cheese from scratch for years now, and couldn’t imagine going back. Will try your recipe, as I love mushrooms, and besides it looks delicious.


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  34. Mary Jane on June 18, 2011 at 8:13 am

    Do you think adding sour cream to the cheesy milk mixture would be good?


    • Michelle on June 19th, 2011 at 12:29 pm

      Hmm good question. I personally don’t like sour cream in my macaroni cheese; I usually go for the typical white sauce with cheese melted in, but if you like a tangier flavor you could try stirring some in.


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