Whole Meal Mac and Cheese

FancyMac7CheeseMacaroni and cheese is real comfort food. This recipe really comforts I tell ya.

I adapted it (changed it very little actually), but it is chock full of stuff, and everyone knows that lots of stuff makes mac and cheese even better.

I suspect the average kid will enjoy this every bit as much as your hulking tough guy husband. It’s not a namby-pamby recipe.

So roll up your sleeves and get ready to surprise your horde of hungry eaters today. This is a great pot luck recipe which is sure to send you home with an empty serving dish.



  • 16 oz mushrooms, thickly sliced, nice and chunky
  • 8 slices bacon (thick cut is best) cut into 1″ pieces
  • 2 medium-sized onions, sliced fairly thinly
  • About 5 tbsp of butter
  • 1/2 c Parmesan cheese
  • 1/2 c Fontina cheese
  • 1/2 c Gruyere cheese
  • 4 oz. goat cheese (chevre)
  • 16 oz macaroni
  • 1/4 c flour
  • 2 c milk
  • 1/2 c cream
  • 2 eggs, beaten


  1. Fry up the mushrooms in a couple of tablespoons of canola oil until wilted and fairly cooked through. Set aside in a bowl.
  2. Fry the bacon until crisp. Set aside in a separate dish.
  3. Saute the onions slowly until well caramelized in some of the bacon fat (discard excess).
  4. Boil the macaroni until al dente
  5. In the mushroom pan, melt 4 tbsp of the  butter, add the flour and whisk until a roux is made. Cook for a couple of minutes.
  6. Add the milk and continue to whisk and bring up to a slow boil until it thickens.
  7. Add the cream and stir in.
  8. Pour a bit of the white sauce into the beaten eggs and whisk, tempering the eggs, and warming them, before dumping all that back into the white sauce, and stirring well.
  9. Add all the cheese (grated of course) and stir until mixed.
  10. Dump in the macaroni and mix well.
  11. Take a large baking dish 9 x 13 at least.
  12. Butter it.
  13. Place half of the onions and half of the mushrooms strewn evenly over the bottom.
  14. Place half of the macaroni and cheese over that.
  15. Repeat.
  16. Sprinkle with the bacon.
  17. Bake in a 350° oven for 25 minutes or so, until bubbly.

SERVES: 8 as main course


COOKING TIME: 25 minutes

SOURCE: Adapted from PioneerWoman Cooks.

NOTES: You can substitute other cheese if you wish of course. Or just use one, just make up the difference in the amount so you end up using a good 2 c overall.



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