Please, everyone – stop what you are doing and go make this.  I try not to say that about every recipe I post, even though I do feel that way about most of them – if I don’t love them, I don’t share them.  But if you like mushrooms and fresh herbs, you must try this.  This is the brilliant creation of my pal Chelle for the 30 Days, 30 Ways of Mac and Cheese we participated in earlier this year.  You may remember my contribution, the spicy mac and cheese.  This event has given me many fantastic reasons to keep eating mac and cheese weekly for quite a while (not that I even needed a reason.)  There are so many great variations and I’m planning to try several but this was a great one to start with.

With all the mac and cheese recipes I’ve been trying lately, I’ve found that I prefer to use less liquid in the cheese sauce that the recipe usually calls for.  This makes for a thicker, more gooey cheese sauce and I’m all for that!  Don’t be put off by the pound of mushrooms called for in the recipe.  It may seem like a lot and I was tempted to use less, but remember that mushrooms lose a ton of liquid when they cook.  It ended up being the perfect amount.  As for herbs, I used a combination of basil, thyme and rosemary because that was what my store had available that sounded good together.  I’m sure there are tons of other equally wonderful combos so feel free to experiment.

  • Yield 6-8 servings


1 lb. pasta shapes
6 tbsp. unsalted butter, divided
1 lb. cremini (baby bella mushrooms), roughly chopped
1 shallot, minced
2-3 cloves garlic, finely minced
Salt and pepper, to taste
1 tbsp. white wine vinegar
3 tbsp. all-purpose flour
2 tsp. fresh basil, minced
2 tsp. fresh rosemary, minced
2 tsp. fresh thyme, minced
2 cups whole milk
6 oz. (1½ cups) shredded Gruyere cheese, divided
6 oz. (1½ cups) shredded white cheddar cheese, divided
½ cup panko breadcrumbs


  • 01

    Preheat the oven to 400˚ F.  Grease a 9 x 13″ baking dish.  Bring a large pot of salted water to a boil.  Cook the pasta according to the package directions, just until al dente.  Drain the pasta, return to the pot, and set aside.

  • 02

    Meanwhile, melt 2 tablespoons of the butter in a 12-inch skillet over medium heat.  Add the chopped mushrooms and shallots to the pan and sauté until the mushrooms are tender and almost all of the liquid has evaporated from the pan, about 5-7 minutes.  Stir in the garlic and sauté about 1 minute more, just until fragrant.  Remove the pan from the heat, season the mixture with salt and pepper, and mix in the white wine vinegar.  Set aside.

  • 03

    In a medium saucepan, melt 3 tablespoons of the butter over medium-high heat.  Once the butter is completely melted, whisk in the flour to form a paste.  Cook for 1-2 minutes, stirring constantly, until golden.  Stir in the fresh herbs and cook for 30 seconds, just until fragrant.  Whisk in the milk and cook the mixture, stirring frequently, until the mixture simmers and begins to thicken.  Once the mixture has thickened, remove from the heat.  Whisk in the shredded Gruyere and cheddar cheeses until completely melted and smooth.

  • 04

    Pour the cheese sauce over the cooked pasta.  Add the mushroom and shallot mixture to the pot as well.  Toss well to thoroughly combine.  Transfer the mixture to the prepared baking dish.  In a small bowl combine the panko breadcrumbs with the remaining 1 tablespoon of butter, melted.  Toss with fork to coat the crumbs evenly.  Sprinkle the breadcrumbs evenly over the pasta in the baking dish.

  • 05

    Bake for 15-20 minutes, until browned and bubbly.  Let stand 10 minutes before serving.