Baked Mushroom Mac ‘n’ Cheese


  • 4 ounces (about 2 cups) elbow macaroni, uncooked
  • 1 tablespoon olive oil
  • 1 pound white button mushrooms, sliced
  • 4 tablespoons butter
  • 4 tablespoons all-purpose flour
  • 1 teaspoon salt
  • 2 cups of milk
  • 1 cup shredded mild cheddar
  • 1 cup shredded mozzarella
  • 1/4 cup fresh breadcrumbs


Preheat oven to 350 degrees F. Cook pasta according to package directions.

While pasta cooks, heat olive oil in a large nonstick skillet over medium-high heat. Add a single layer of mushrooms and cook, without stirring, for about 5 minutes, or until mushrooms become red-brown on one side. Flip mushrooms and cook about 5 minutes more, until another side is the same color.

Melt butter in a large saucepan and stir in flour. Cook for a minute or 2 to slightly toast the flour. Stir in salt and whisk in milk. Bring to a low boil over medium-high heat, stirring occasionally to slightly thicken the sauce, for about 5 minutes. Remove from heat, whisk in cheeses and stir to melt. Stir in mushrooms and pasta and transfer to a three-quart baking dish. Sprinkle with breadcrumbs.

Place dish on a baking sheet and bake until cheese bubbles around the edges, about 30 minutes. Remove from the oven and let rest for about 5 minutes. Serve warm.

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