Mushroom herb macaroni and cheese on a white plate.

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![/donotprint]

Mushroom and herb macaroni and cheese on a white plate.

Mushroom-Herb Macaroni & Cheese

You're going to love this loaded mac n cheese recipe!
No ratings yet


  • 11 tablespoons butter, divided
  • 1 pound (453.59 g) 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 (732 ml) whole milk
  • 6 ounces (170.1 g) shredded Gruyere cheese, divided
  • 6 ounces (170.1 g) shredded white cheddar cheese, divided
  • 12 to 16 ounces (340 to 453 g) elbow or other small pasta
  • 1 cup (108 g) 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.
Calories: 812kcal, Carbohydrates: 69g, Protein: 32g, Fat: 45g, Saturated Fat: 27g, Cholesterol: 128mg, Sodium: 653mg, Potassium: 752mg, Fiber: 3g, Sugar: 10g, Vitamin A: 1465IU, Vitamin C: 1.9mg, Calcium: 704mg, Iron: 2.8mg

Did you make this recipe?

Leave a review below, then snap a picture and tag @thebrowneyedbaker on Instagram so I can see it!