This isn’t something that I get many chances to make, so as soon as I saw it I sent a text to my vegetarian food-loving friend. As expected, she was all in for this fancy mac and cheese! It was so good – full of savory flavors from the caramelized onions and meaty mushrooms. Don’t substitute any of the cheeses; they’re worth every penny – besides, when I make her lunch I get a date night 🙂 Thanks for reading, enjoy!

Mushroom, Onion Macaroni and Cheese – adapted from Joy the Baker

• 2 tablespoons olive oil and 2 tablespoons unsalted butter, divided, for cooking the onions and mushrooms
• 1 large yellow onion, sliced in semi-circles
• half a pound of button or cremini mushrooms, cleaned and quartered
• salt and pepper to taste
• 1 teaspoon chopped fresh thyme, divided
• 4 tablespoons unsalted butter, divided
• 1/4 cup all-purpose flour
• 2 1/2 cups whole milk
• 1 large egg
• 1 scant teaspoon salt
• freshly ground black pepper, to taste
• 4 ounces goat cheese
• 1/2 cup shredded Gruyère
• 1 1/2 cups shredded sharp cheddar cheese
• 1 pound pasta shells, boiled until just undercooked
• 1/3 cup panko crumbs

Directions –

In a medium skillet over medium heat, add 1 tablespoon olive oil and 1 tablespoon of butter.  When heated, add the sliced onions and saute until translucent, stirring occasionally.  Add a pinch of salt, a pinch of black pepper, and 1/4 teaspoon fresh thyme, and reduce the heat to low.  Continue to cook until the onions are completely browned and thoroughly cooked, about 10-15 minutes. Spoon caramelized onions into a small bowl and set aside.

In the same skillet, heat the remaining 1 tablespoon of oil and 1 tablespoon of butter over medium heat. Add the quartered mushrooms and stir to coat in fat. Allow the mushrooms to soften and brown, about 2 minutes. Add a pinch of salt, a pinch of black pepper , and remaining thyme and reduce the heat to low. Cook until mushrooms are browned on all sides, about 5 minutes. Remove from heat and set aside.

In a large saucepan, melt 4 tablespoons of butter over medium heat. Add the flour and stir until mixture is combined. Add the milk and whisk together until mixture has thickened, about 5-7 minutes. Add scant teaspoon of salt and black pepper. Stir to combine.

In a small bowl, beat the egg. Add a few tablespoons of the warm cream sauce to the egg and whisk together. Once the egg is warmed, add it back to the cream sauce and whisk well to combine. Reduce heat to low and stir in cheeses. Stir until melted and combined. Add the cooked pasta, onions and mushrooms and stir until all is coated in cheese sauce.

Preheat oven to 350 degrees F. Lightly grease a  a 9×13-inch pan, and scoop the pasta mixture into the greased pan then top with panko crumbs. Bake for 25-30 minutes until the bread crumbs are browned and the pasta is sizzling. Remove from the oven and serve warm.
**Pasta can be made a day ahead and left in the fridge unbaked. Just add the bread crumbs just before baking.