The next time “adulting” has you down (like when your washing machine breaks mid-cycle and you spend your weekend appliance shopping instead of brunching), Adult Mac and Cheese will remind you that this whole “grown up” business does have its perks.

The best gourmet mac and cheese recipe ever with mushrooms and breadcrumb topping

This recipe is sponsored by Land O’Lakes.

In contrast, it took five days to agree on a new washer. All of our kitchen towels were in the flooded, broken old one, so we dried dishes with beach towels instead. (Good thing this mac and cheese is minimal on the dishes, too!)

With a few easy tips, you can elevate even the most simple mac and cheese recipe into something that tastes special enough to please the most discerning adult palates. At the same time, I can also assure you that the appeal of grown up mac is not limited to adults. In fact, real-life toddlers (a notoriously tough group of critics) have approved this exact “adult” recipe.

I made a fresh batch of this baked mac and cheese for my 2- and 4-year-old nieces when they visited Milwaukee last week, and both little ladies (one of whom is notorious for her pickiness) cleaned their plates.

Toddler affirmation is the at-home version of a culinary gold medal.

Ready for the secrets to the best gourmet mac and cheese ever? Pull out your skillet and your cheese grater, and let’s get cooking!

Baked mac and cheese with a breadcrumb topping and mushrooms

How to Make the Best Adult Mac and Cheese

These easy tricks will instantly elevate your mac and cheese into a world-class affair.

  • Use Good-Quality Cheese. Mac and cheese has few ingredients, and the cheese you choose will 100% impact the results. Buy a block of nice cheese and grate it yourself. Pre-shredded bag cheese doesn’t melt as smoothly, so make sure to buy the right cheese!
  • Use a Mix of Fully-Flavored Cheeses. This is a secret restaurants use. Don’t stop at one cheese. Use three cheeses: two fully-flavored, melty cheeses and one hard, nutty cheese. For this recipe, I use sharp cheddar and fontina for the sauce (these are the melty cheeses), then Parmesan in the topping. Stay away from super mild cheeses. (Mozzarella, for example, can be bit ho-hum when used in macaroni and cheese.)

A bowl of mushrooms, butter, and Fontina on a countertop

  • Wild Mushrooms. Mushrooms give the mac and cheese robust umami notes and real grown up appeal. I recommend springing for a blend of oyster, shiitake, and cremini mushrooms, but if that is too much of a splurge, use all cremini. Do not use white button mushrooms, which are mostly flavorless.
    • A note for mushroom skeptics: we didn’t tell the toddlers that the recipe had mushrooms, and they didn’t notice. If you chop them finely, the flavor melts right into the cheese sauce.
  • CRISPY BREADCRUMB TOPPING. Yes, all caps. Once you start topping your mac and cheese and other baked pastas with breadcrumbs, you don’t go back.
  • Land O Lakes® Butter with Canola Oil. A staple in our refrigerator! It’s made with three simple ingredients—sweet cream, canola oil, and salt—and is ideal both for sautéing (the way I use it to make the creamy cheese sauce for our mac) and for melting (as we will be doing for the crispy breadcrumb topping).
  • Fresh Herbs. This is a true adult move. Set down the dried and embrace the fresh. This mac and cheese is worth it. You’ll thank yourself with every bite.
  • Good-Quality Pasta. Do not skimp here. Like the cheese, good-quality pasta makes an enormous difference. Purchase a well-made brand and don’t overcook it.
  • Use Milk to Reach Your Desired Level of Indulgence. I’ve made this recipe with both whole milk and 2% milk and found both to be excellent choices. If you want to make your mac and cheese over-the-top rich (you are the grown up after all!), you can use half-and-half, though we still found it delightfully creamy and cheesy with the lighter option.

A tub of butter with canola oil next to a bowl of homemade cheesy pasta with veggies

Recipe Step-by-Steps

This recipe is a stovetop mac and cheese that finishes in the oven with a crispy breadcrumb topping. Make sure every ingredient is prepped and measured in advance, even the spices and milk. Once you start cooking, the recipe moves quickly.

  1. Cook the pasta noodles until al dente, reserving some of the pasta water.
  2. Sauté the mushrooms, stir in rosemary and salt, then sprinkle flour over the top. Stir and cook until the white bits disappear.
  3. Stir in the milk, simmer, then stir in the remaining spices. Once thickened, stir in the melty cheeses. Add the pasta.
    The best mac and cheese in a skillet, a tub of butter, and a bowl of Panko and Parmesan
  4. Make the topping: Melt the Land O Lakes® Butter with Canola Oil in a bowl, then stir in the breadcrumbs and Parmesan. Sprinkle over the mac and cheese. Bake at 375 degrees F until golden. Let rest a few minutes (or as long as you can stand it), then DIG IN!

The best gourmet mac and cheese recipe ever in a large skillet

What to Serve with Adult Mac and Cheese

Recipe Variations

If you want to take your from-scratch mac ever farther over-the-top, try adding one of the below to your mac and cheese:

  • Add Bacon. Stir in crumbled pieces of Baked Bacon when you add the drained pasta. Or take a note from my Cauliflower Pasta and add the bacon pieces to the Parmesan breadcrumb topping.
  • Add Seafood. Add about 6 ounces of cooked shrimp to the pan after you’ve melted the cheeses, and stir it in with the cooked pasta. Or for something ultra fancy, you can add pieces of cooked lobster instead of shrimp. How’s that for adult?
  • Add Chicken or Sausage. For added protein, stir in shredded or diced Instant Pot Chicken or cooked Italian sausage after you’ve melted the cheeses.
  • Change Up the Cheeses. Some great cheeses for mac and cheese are Gruyère, white cheddar, Gouda, Gorgonzola (a little goes a long way), Brie (just make sure to remove the rind), and (for an ultra creamy experience) cream cheese.

A large skillet with cheesy pasta and a tub of butter with canola oil

Make Ahead and Storage Tips

  • To Store. Place leftover mac and cheese in an airtight storage container in the refrigerator for up to 4 days.
  • To Reheat. Rewarm the mac and cheese in a large oven-safe skillet in the oven at 350 degrees F until hot. You can also reheat this dish in the microwave, but the breadcrumbs won’t re-crisp as nicely. Add a splash of milk prior to heating to keep the mac from drying out.
  • To Make Ahead. Chop your mushrooms and shred your melty cheeses up to 1 day in advance, storing both in separate airtight containers in the refrigerator until you’re ready to cook. You can also boil your pasta 1 day in advance, making sure to save some pasta water in a storage container (in case you want to adjust your sauce later). Store both in separate airtight storage containers in the refrigerator.

More Gourmet Mac and Cheeses Adults AND Kids Adore

A bowl of delicious, cheesy adult mac and cheese with crispy breadcrumbs and mushrooms

I can’t decide who is more delighted by this homemade mac and cheese—my inner kid or my outer adult. Until I figure it out, I’ll simply have to eat two servings, for each of us!

A plate with creamy adult mac and cheese topped with breadcrumbs
Print Review
5 from 4 votes

Adult Mac and Cheese

Get the easy secrets to make the best-ever gourmet adult mac and cheese you'll ever eat. So fast and simple, you'll never want the boxed kind again!
Prep Time: 20 mins
Cook Time: 20 mins
Total Time: 40 mins
Servings: 6 servings (or 4 large servings)

Ingredients
  

FOR THE MAC AND CHEESE:

  • 8 ounces whole-wheat pasta - fusilli, rotini, shells, elbow, or a similar “short” pasta
  • 1 tablespoon extra virgin olive oil
  • 1 tablespoon Land O Lakes® Butter with Canola Oil
  • 16 ounces mixed mushrooms - such as cremini, oyster, or shiitake (do not use white button mushrooms, as they have far less flavor), finely chopped
  • 1 tablespoon chopped fresh rosemary
  • 1/2 teaspoon kosher salt
  • 2 tablespoons all-purpose flour
  • 1 cup whole milk - 2% also works; use half-and-half for a richer flavor
  • 1/2 teaspoon coarsely ground black pepper
  • 1/4 teaspoon garlic powder
  • 1/8 teaspoon ground nutmeg
  • 3/4 cup shredded sharp cheddar cheese - about 4 ounces
  • 3/4 cup shredded fontina cheese - or swap mozzarella, though the flavor won’t be as robust

FOR THE BREADCRUMB TOPPING:

Instructions
 

  • Make the mac and cheese: Place a rack in the upper third of your oven (about 6 inches from the top). Preheat the oven to 375 degrees F.
  • Bring a large pot of salted water to boil. Cook the pasta in the water until pasta is al dente, according to package directions. Gather the rest of your ingredients (even the spices) and make sure they are measured and on hand. Once the pasta has finished cooking, reserve about 1 cup of the pasta water. Drain the pasta and set aside.
  • Meanwhile heat a large, oven-safe skillet over medium high. Add the olive oil and Land O Lakes® Butter with Canola Oil and cook until the butter with canola oil melts. Add the mushrooms. Cook until the mushrooms begin to lightly brown, about 5 minutes, stirring every few minutes. Stir in the rosemary and salt. Sprinkle the flour over the top, then cook and stir for 1 minute, until the white bits disappear. The pan will seem dry.
  • Slowly pour in the milk, stirring as you go. Bring to a simmer. Stir in the pepper, garlic powder, and nutmeg. Let simmer until very slightly thickened, about 2 minutes. Stir in the cheddar and fontina until the cheeses melt, then stir in the drained pasta. If the sauce is too thick, splash in a little bit of the reserved pasta water. It should be rich, creamy, and nicely coat the noodles. Use the back of a spoon or spatula to spread the noodles into an even layer in the skillet.
  • Make the topping: In a small bowl, melt the Land O Lakes® Butter with Canola Oil. Stir in the Panko and Parmesan until evenly moistened, then sprinkle over the macaroni and cheese. Bake until the breadcrumbs are golden and the mac and cheese is hot and bubbly, about 10 minutes. Let rest a few minutes. Serve hot.

Notes

  • TO STORE: Place leftover mac and cheese in an airtight storage container in the refrigerator for up to 4 days.
  • TO REHEAT: Rewarm the mac and cheese in a large oven-safe skillet in the oven at 350 degrees F until hot. You can also reheat this dish in the microwave, but the breadcrumbs won’t re-crisp as nicely. Add a splash of milk prior to heating to keep the mac from drying out.
  • TO MAKE AHEAD: Chop your mushrooms and shred your melty cheeses up to 1 day in advance, storing both in separate airtight containers in the refrigerator until you’re ready to cook. You can also boil your pasta 1 day in advance, making sure to save some pasta water in a storage container (in case you want to adjust your sauce later). Store both in separate airtight storage containers in the refrigerator.

Nutrition

Serving: 1(of 6), Calories: 467kcal, Carbohydrates: 44g, Protein: 21g, Fat: 25g, Saturated Fat: 14g, Cholesterol: 65mg, Potassium: 414mg, Fiber: 2g, Sugar: 5g, Vitamin A: 673IU, Calcium: 361mg, Iron: 2mg
Course: Main Course
Cuisine: American
All text and images ©Erin Clarke / Well Plated
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I am sharing this post in partnership with Land O’Lakes. As always, all opinions are my own. Thanks for supporting the brands and companies that make it possible for me to continue to create quality content for you.