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Healthier Caramelized Onion Mac and Cheese

  • Author: Tessa
  • Total Time: 1 hour 15 mins
  • Yield: 6 side/4 entree servings 1x


A mac and cheese recipe inspired by leftover butternut squash soup and a craving for lots of big, contrasting flavors. The soup makes this recipe not only a little better for you than standard mac and cheese, but also quick to prepare and rich enough than you can skip the roux (and the gluten).



Caramelized onions (makes 1 C)

  • 2 medium yellow onions (about 1 lb.)
  • 1/2 T vegetable oil
  • 1/2 T unsalted butter
  • 1/4 t sea salt
  • 1/2 t agave nectar
  • 1 1/2 t water
  • Fresh ground black pepper

Mac and cheese

  • 8 oz. brown rice fusilli
  • 2 C butternut squash soup (see notes)
  • Smoked paprika (optional)
  • 1 C heavy cream
  • 2 heaping cups coarsely grated white cheddar or fontina cheese
  • Yolk of 1 large egg
  • Butter or cooking spray, for pan
  • 1/2 C (or more) crumbled Stilton or other blue cheese
  • 1/2 C crumbled fried onions (from the cannister)


Caramelized onions

  1. Halve the onions lengthwise and slice 1/4″ thick crosswise (half rings). Have all other ingredients ready. Heat oil and butter in a 10″ cast iron or nonstick skillet over medium high. After butter has stopped foaming, add salt and agave and stir to combine. Immediately add onions and toss to coat. Cook about 5 minutes, stirring occasionally, until softened. Reduce heat to medium low and stir often for about 40 minutes, or until onions are deep brown and a bit sticky (they won’t be jam-like, as in many caramelized onion recipes). Decrease heat if you notice onions are burning or increase heat if they’re barely browning halfway through the cook time. Off heat, stir in water and season with black pepper to taste.

Mac and cheese

  1. Bring a pot of water to boil then add a generous sprinkle of salt. Add noodles and boil for 5 1/2 minutes, stirring every minute or two, then drain and rinse with cold water. The noodles will be slightly undercooked but will soften as they bake.
  2. Preheat oven to 375 (F). Bring soup, cream, and paprika (if using) just to a boil over medium high, simmer for a couple minutes, then whisk in cheeses. Sauce will be thin. Whisk egg yolk in a small bowl while slowly adding about 1/2 cup of the cheese/soup mixture. Whisk yolk mixture back into the cheese sauce. Season to taste with salt and pepper.
  3. Spread half of cooked noodles in a buttered 2 qt. baking dish. Top with caramelized onions and remaining noodles. Pour sauce over and shake pan gently to help it settle. Top with blue cheese on middle rack for 15 to 20 minutes, until bubbly. Sprinkle fried onions over the top and bake another 5 minutes, watching that onions don’t burn.


Caramelized onions recipe adapted from Cooks’ Illustrated.

Except assembly, the mac and cheese can be otherwise prepared while the onions caramelize. You’ll have time in between steps to stir the onions.

Special diets: vegetarian if cheeses are confirmed vegetarian; gluten free by omitting the fried onions (or using a gluten free brand; or try these crispy shallots)

Homemade or store bought butternut squash soup will both work. Check the ingredients to make sure it conforms to any dietary restrictions, and that it uses simple ingredients (I used leftovers from this year’s Thanksgiving). If the soup is very thick, add water or vegetable stock to reach a just pourable consistency.

  • Prep Time: 55 mins
  • Cook Time: 20 mins
  • Category: Casserole
  • Cuisine: Comfort Food