Entree/ Fall

First Fall Mac Attack

I’m fairly confident mac and cheese is going to be its own category on this site. It’s a top three desert-island-food for me and I’ve had a lifelong obsession with Mac in all its forms. Boxes of Kraft (powdered) and Velveeta (no expiration date liquid gold) are staples in the pantry and I am in no way ashamed about this.

I’ve avoided scratch mac and cheese all summer because my house is perpetually 83 degrees. But last week the temperature dropped and I felt the call of the mac. Inexplicably, I decided to try making it with caramelized onions. Well, not inexplicably – I had a crap ton of onions in the pantry and just needed to use them. But I’ve never tried this before. It worked. But, I have also yet to find a dish that isn’t made more delicious by the addition of caramelized onions.

close up of a fork over a dish of baked mac and cheeseThis mac is cheesy, has a firmer shape/is less saucy, and a very crunchy topping. The onions add a great richness and sweet flavor to contrast the sharp, tangy cheese. Don’t rush on the onions. Don’t believe anything that says you can caramelize onions in less than 20 minutes. The trick is cooking over medium-low heat. I use a mixture of butter and oil in the pan and add seasoning towards the end.

Caramelized Onion Baked Mac and Cheese

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Serves: 8
Prep Time: 15 minutes Cooking Time: 1.5 hours


  • 1 lb pasta, I love to use cavatappi for mac
  • 7 TBS butter
  • 6 TBS flour
  • 3 cups milk, warmed
  • 1 TBS Worcestershire
  • 1 tsp salt and a few good grinds of pepper
  • 1/4 tsp mustard powder
  • 1/2 tsp paprika
  • 1 large onion, thinly sliced
  • At least 2.5 cups of shredded cheese. I used sharp white cheddar, Parmesan, and Monterey Jack here.
  • 1/5-1 cup of Panko breadcrumbs



Heat oven to 350


Boil pasta and set aside in a large greased casserole/baking dish


Heat one tablespoon of butter and a glug or two of olive oil in a large pan over medium low heat. Begin to saute onions to caramelize, stirring regularly. This will take at least 20 minutes - be patient, hang out, don't put the heat on too high.


If planning to use the same pan for the sauce, remove onions (pour over the pasta) and add the remaining 6 tablespoons of butter.


Once the butter is fully melted and bubbling has subsided, add the flour and stir until fully mixed and the roux starts to color, about 3 minutes.


Begin to slowly pour in heated milk, whisking until fully incorporated.


Allow the sauce to reach a bubble and thicken, then turn the heat down to low


Slowly add in handfuls of cheese (leave about a cup for your topping), stirring to melt fully before adding more.


Pour the sauce over your pasta and onions, give a stir to even out.


Top with Panko and remaining shredded cheese and bake for 40-45 minutes - or until golden brown.


This isn't a short recipe to make and I don't recommend it if you're in a weeknight rush. I try to cook with as few pans as possible, which makes the overall cooking time longer but the amount of cleanup less. If you are willing to put two pans on the stove, you can boil the water/cook the pasta as the same time as caramelizing the onions. I used 2 cups whole milk and 1 cup cream because that's what I had in the fridge. Don't get hung up on what type of milk you have, but I recommend using something with a higher fat content. I've even made this dish with a mix of stock, beer, and various types of milk/half and half/cream. I used about 3 cups of shredded cheese for this dish. You need enough cheese to make the sauce delicious, and also for the topping. I always use sharp white cheddar and good Parmesan, and then generally another 1-2 cheeses. You could deglaze the onion pan with a nice hearty splash of beer to add another element of tang and flavor.

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