Cavatappi macaroni and cheese with sliced mushrooms and creamy cheese sauce in a cast iron skillet.

Mushrooms like macaroni and cheese

A recipe for homemade macaroni and cheese is a staple in every from-scratch kitchen, and this is the one I turn to most often when I want to bring it to my table. It’s a tried-and-true winner with everyone I’ve ever served it to. The three-cheese blend gives it a more complex cheesy flavor than single-cheese versions, and it’s incredibly easy to customize to suit your personal preferences.

The earthy, savory mushrooms add another layer of flavor and set this macaroni and cheese apart from the classic version. It makes a great side dish for a hearty, old-fashioned meal but can just as easily take center stage on the table.

If you love bringing homemade pasta dishes to your table, be sure to give my homemade skillet lasagna, creamy mushroom pasta, and country-style chicken and noodles a try too.

Recipe ingredients

Butter: Butter is used to sauté the mushrooms, helping them brown while adding richness to their savory flavor. Use a good-quality butter here, or make a batch of old-fashioned homemade butter from fresh cream for a completely from-scratch option.
Mushrooms: I most often use baby portobello mushrooms for this recipe because they have a rich, earthy flavor and are readily available. Any variety works well, so take advantage of different mushrooms when you can find them. Oyster, chanterelle, and lion’s mane mushrooms are all excellent choices, with each bringing its own flavor and texture to the dish.
Pasta: Cavatappi is my favorite pasta for mushroom macaroni and cheese. Its twists and ridges catch plenty of cheese sauce, so you get a creamy, cheesy bite with every forkful. Other shapes that hold sauce well include shells, rotini, fusilli, and radiatori. Or simply go with good old-fashioned elbow macaroni. It doesn’t capture quite as much sauce as some of the more textured shapes, but there’s a reason it’s the classic choice for mac and cheese.
Mustard powder: While the mustard flavor provided by this ingredient can’t be distinctly tasted in the final dish, you definitely don’t want to leave it out. The small amount used adds depth and complexity to the cheese sauce, and its absence is surprisingly noticeable.
Whole milk: Whole milk provides the liquid for the cheese sauce and contributes to its rich, creamy consistency. I recommend sticking with whole milk rather than a lower-fat variety for the best texture and flavor.
Cheese: My go-to combination is extra-sharp cheddar, Gouda, and Parmesan. Extra-sharp cheddar provides the bold, familiar cheese flavor, Gouda adds richness and melts smoothly, and Parmesan brings a salty, savory note to the blend. You can easily customize the sauce with cheeses you enjoy. Gruyère, Monterey Jack, fontina, pepper jack, havarti, muenster, smoked provolone, and Asiago are all good options. For the smoothest sauce, buy blocks of cheese and shred them yourself rather than using packaged pre-shredded cheese.

See the recipe card for full information on ingredients and quantities.

How to make mushroom macaroni and cheese

Step 1: Melt 2 tablespoons of the butter in a 10-inch cast iron skillet over medium heat. Let the butter melt completely and begin to foam before adding the mushrooms.

Step 2: Add the mushrooms and garlic to the skillet. Cook over medium heat, stirring occasionally, until the mushrooms release their moisture and become tender and nicely browned. Remove them from the skillet and set aside.

Step 3: Meanwhile, bring a large pot of salted water to a boil and cook the pasta to your preferred texture. Drain it well, then combine it with the sautéed mushrooms and garlic. Set aside while you prepare the cheese sauce.

Step 4: Melt the remaining butter in the skillet over medium heat. In a small bowl, whisk together the all-purpose flour and mustard powder. Sprinkle the flour mixture into the melted butter, whisking until smooth to make a roux. Cook for about 1 minute, whisking constantly, to cook away the raw flour taste without allowing it to brown.

Step 5: Gradually pour the whole milk into the roux, whisking continuously as you add it. Adding the milk a little at a time at first will help keep the béchamel smooth and free of lumps. Continue cooking and whisking until the sauce is smooth, fully combined, and slightly thickened.

Step 6: Stir the salt and pepper into the béchamel. Reduce the heat to low, then add the cheeses a little at a time, stirring until each addition has melted before adding more. Remove the skillet from the heat once the cheese is completely melted and the sauce is smooth and creamy.

Step 7: Place the cooked pasta and mushrooms in a large mixing bowl and pour the cheese sauce over them. Gently stir until the pasta and mushrooms are evenly coated. Transfer everything back to the cast iron skillet and spread it into an even layer.

Step 8: Bake in a preheated 400°F (205°C) oven for 20 minutes, until the macaroni and cheese is hot throughout and the cheese sauce has set around the pasta. Remove from the oven and serve warm.

Top tips

Pasta texture: You’ll often see baked macaroni and cheese recipes tell you to cook pasta only until al dente, but that isn’t necessary here unless that’s the texture you prefer. The pasta spends just 20 minutes in the oven, and most of that time is spent heating the dish through and setting the cheese sauce. It won’t soften significantly during baking.
Mushroom spacing: Mushrooms contain a lot of water, so avoid crowding them tightly together as they sauté. Giving them enough contact with the hot skillet allows that moisture to cook away and gives the mushrooms better flavor instead of leaving them watery.
Low heat: High heat can cause a cheese sauce to become grainy or separate. Once the béchamel is ready, turn the heat down before stirring in the cheese and let the residual heat help it melt smoothly.
Sauce consistency: The cheese sauce shouldn’t be as thick as the finished sauce when you combine it with the pasta. It thickens and sets around the pasta as the macaroni and cheese bakes.
Cast iron skillet: A cast iron skillet holds and distributes heat well, helping the macaroni and cheese bake evenly while keeping it hot longer once it reaches the table. It also allows you to prepare the cheese sauce and bake the finished dish in the same pan. If you don’t have a cast iron skillet or prefer to use a baking dish, transfer the macaroni and cheese to a greased baking dish before baking.
Resting: Give the skillet about 5 minutes out of the oven before spooning out the macaroni and cheese. This gives the hot cheese sauce a chance to settle without allowing the pasta to sit long enough to lose its creamy texture.
Making it for a crowd: This recipe can easily be doubled or tripled for a larger gathering. Prepare the macaroni and cheese as directed, divide it between appropriately sized greased baking dishes, and bake until heated through and the cheese sauce is set. Larger or deeper dishes may require additional baking time.

How to freeze macaroni and cheese

Mushroom macaroni and cheese freezes well, making it a convenient dish to prepare ahead for busy nights or to save leftovers for another meal. The one drawback is that freezing and reheating can change the texture of a homemade cheese sauce slightly. It may not be quite as silky and creamy as it is freshly made, but careful freezing and reheating will give you the best results.

For the best texture, freeze the macaroni and cheese before baking. Assemble the dish as directed, allow everything to cool completely, then transfer it to a freezer-safe baking dish or airtight container. Wrap it tightly to protect it from freezer burn and freeze for up to 3 months. You can freeze the entire batch or divide it into smaller portions so you can thaw only what you need.

Already-baked macaroni and cheese can be frozen as well. Allow it to cool completely, then portion it into airtight freezer-safe containers or package the entire batch for freezing. Removing as much excess air as possible helps prevent freezer burn and protects the texture and flavor of the pasta and cheese sauce.

Thaw frozen macaroni and cheese overnight in the refrigerator rather than reheating it directly from frozen. Remove the baking dish from the refrigerator and let it sit at room temperature briefly while the oven preheats, then bake according to the recipe. Because the dish is starting cold, it may need additional time in the oven to become hot throughout.

For macaroni and cheese that was baked before freezing, reheat it covered in the oven so it doesn’t dry out. Adding a small splash of whole milk before reheating can help loosen the sauce and restore some of its creaminess. Heat it just until hot throughout; prolonged reheating can cause the pasta to soften too much and the cheese sauce to become oily or separate.

Serve

This rich, cheesy macaroni and cheese makes a great accompaniment to simple roasted, baked, grilled, or pan-seared meats. Serve it alongside baked pork tenderloin with apples, oven-baked chicken, baked barbecue chicken leg quarters, spicy grilled chicken thighs, Hawaiian pineapple BBQ chicken, skillet turkey tips, or traditional cast iron meatloaf. Any one of them turns a scoop of creamy mushroom mac and cheese into a hearty, satisfying dinner.

Or let the macaroni and cheese take center stage. It’s plenty satisfying just as it is, but you can top it with cooked chicken, ham, bacon, or roast beef when you want something heartier. Homemade sausage is another delicious way to go. Try easy sweet Italian sausage, homemade fennel sausage, hot Italian sausage from scratch, or savory apple pork sausage. And for a completely different spin, ladle a scoop of classic old-fashioned chili over the top, add a handful of diced red onions, and dig in.

Whether you serve it as a side or a main dish, there’s always room for a vegetable on the table. Oven-roasted honey balsamic carrots, a fresh zucchini tomato side dish, or classic stewed green beans all pair nicely with it. Or add something cold alongside the warm, creamy mac and cheese. Applesauce with homemade caramel and traditional cabbage coleslaw are both great choices and provide a welcome contrast to the rich cheese sauce and earthy mushrooms.

And don’t forget the rolls. Macaroni and cheese is so good with a basket of homemade rolls on the table. Pumpkin rolls from scratch bring all the fall vibes, while homemade yeast dinner rolls and soft buttermilk rolls from scratch are classic choices you can serve year-round. Small batch slider buns from scratch, which are simply mini Kaiser rolls, are another delicious option and just the right size for serving alongside a hearty scoop of macaroni and cheese.