Go Back
Caramelized Onion Mac and Cheese

Caramelized Onion Mac and Cheese

Caramelized Onion Mac and Cheese: an upgraded classic.
5 from 3 votes
Prep Time 10 mins
Cook Time 50 mins
Total Time 1 hr
Course Main Course
Cuisine American
Servings 8
Calories 634 kcal



  • 1 1/2 Cups Panko Bread Crumbs
  • 2 Oz Grated Cheddar Cheese
  • 2 Tbsp Parsley
  • 2 Tbsp Melted Butter


  • 3 Tbsp Unsalted Butter
  • 3 Tbsp Flour
  • 2 Cups Milk
  • 1/2 Cup Heavy Cream
  • 2 Tsp Dry Ground Mustard
  • 2 Tsp Worcestershire Sauce
  • 12 Oz Sharp Cheddar
  • 1/2 Pound Macaroni
  • 2 Onions
  • 4 Tbsp Unsalted Butter
  • 1/4 Pound Bacon
  • 1/4 Tsp Nutmeg
  • 1/4 Tsp Salt
  • 1/4 Tsp Pepper


  • Preheat oven to 400.
  • Toast breadcrumbs on a baking sheet until golden, about 4 minutes. Let cool, then mix with melted butter, cheddar cheese and parsley. Cook bacon until crispy, then let cool and chop into small pieces and add to the breadcrumb mixture.
  • Melt butter in a medium sauce pot over medium heat and whisk in flour to create a roux. Let the roux cook for 3 minutes, whisking constantly.
  • Add in milk and bring to a boil, then simmer.
  • Whisk in cream, mustard, worcestershire, nutmeg, cheese, salt, and pepper until smooth.
  • Slice onions thinly. Add to a large frying pan with butter and cook over medium heat. Stir occasionally and cook until the onions brown.
  • Cook noodles in a pot of well salted water until al dente. Drain and transfer to a mixing bowl.
  • Combine sauce, noodles and onions in a large mixing bowl. Pour into a baking dish.
  • Cover noodles with topping and bake at 375 for 20 minutes. Let cool, then enjoy!