Mushroom-Herb Macaroni & Cheese

You're going to love this loaded mac n cheese recipe!

Course Main Course
Cuisine American
Prep 30 minutes
Cook 20 minutes
Total 50 minutes
Servings 6 servings as a main dish or 8-10 as a side dish
Calories 812 kcal
Author Michelle


  • 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
  • 12 to 16 ounces elbow or other small pasta
  • 1 cup plain bread crumbs
US Customary - Metric


  1. 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. 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. 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. 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. 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. 6. Melt the remaining 4 tablespoons butter. In a small bowl, mix the melted butter with the breadcrumbs.
  7. 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. 8. Bake for 15-20 minutes, until browned and bubbly. Let sit for 10-15 minutes before serving.
Nutrition Facts
Mushroom-Herb Macaroni & Cheese
Amount Per Serving
Calories 812 Calories from Fat 405
% Daily Value*
Fat 45g69%
Saturated Fat 27g169%
Cholesterol 128mg43%
Sodium 653mg28%
Potassium 752mg21%
Carbohydrates 69g23%
Fiber 3g13%
Sugar 10g11%
Protein 32g64%
Vitamin A 1465IU29%
Vitamin C 1.9mg2%
Calcium 704mg70%
Iron 2.8mg16%
* Percent Daily Values are based on a 2000 calorie diet.