Mena's Baked Macaroni and Cheese with Caramelized Onion Recipe -
Mena's Baked Macaroni and Cheese with Caramelized Onion Recipe
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Mena's Baked Macaroni and Cheese with Caramelized Onion

Recipe by  

"This is a fancy macaroni and cheese recipe that I came up with. The sweet caramelized onions and the sharp cheese flavors really complement each other. This recipe requires a little more work, but it's worth it. Vegetable broth can be substituted for chicken broth to make this a vegetarian dish. Enjoy!!"

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Ingredients Edit and Save

Original recipe makes 6 servings Change Servings
  • PREP

    20 mins
  • COOK

    1 hr 15 mins

    1 hr 45 mins


  1. Preheat oven to 400 degrees F (200 degrees C). Butter a 9x13-inch baking dish.
  2. Melt 2 tablespoons of the butter in a large skillet over medium heat. Add onions, sugar, and salt. Cook, stirring often, until onions are caramel colored, 15 to 20 minutes. If mixture is too dry, add an additional tablespoon of butter. Set aside.
  3. Bring a large pot of lightly salted water to a boil. Add macaroni and cook until al dente, 8 to 10 minutes. Drain, cover and set aside.
  4. Melt 1 tablespoon of the butter in a small skillet over medium heat. Stir in the bread crumbs and toast lightly for a few minutes, stirring constantly.
  5. Melt the remaining 3 tablespoons butter in a large pot over medium heat. Dissolve the dry mustard in an equal amount of water and add to the pot along with the garlic, and cayenne pepper. Stir until fragrant, about 30 seconds. Sprinkle in the flour and cook until golden, about 1 minute. Slowly whisk in the milk and broth. Bring to a simmer stirring constantly until the mixture is slightly thickened, about 5 minutes.
  6. Remove the pan from the heat and stir in the Cheddar and Parmesan cheeses until melted. Stir in the onions and season with salt and pepper. Add the drained macaroni and stir until blended. Pour into the prepared baking dish and top with bread crumbs.
  7. Bake until golden brown and bubbling around the edges, 25 to 30 minutes. Let cool for 10 minutes before serving.
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Reviews More Reviews

Most Helpful Positive Review
Oct 29, 2007

I loved the concept of this recipe. I also agree, cut the bread crumbs in half. I added about a 1/2 cup of white wine also. I didn't delete anything, just added the wine with the other liquids. It was divine when it was just sauce. My small kids loved it. Then we put it together and added the bread crumbs and baked. The three of them said, "too many bread crumbs, can't taste anything else." So cut the crumbs in half, add the wine, and Bon Appetite!

Most Helpful Critical Review
Oct 15, 2007

This takes too long to make. I have a tried and true mac n' cheese recipe, so I rarely try others. But this one sounded so good that I couldn't resist. Unfortunately, it's not as good as it sounds. I didn't have any cayenne so I used paprika. Don't think it made much of a difference. I thought one cup for breadcrumbs was a bit much but I went against my instinct and used the entire cup. Big mistake, because it was a big factor in ruining the recipe. All you could taste were breadcrumbs; seriously, it was like eating a mouthful of gravel. Also, I used 12 oz of macaroni instead of 8 because it really didn't seem like enough. Either 12 oz is too much or 30 minutes is too long to bake the dish because it was really dry. Could hardly taste the cheese; like I said, all you could taste were breadcrumbs. I used a large, sweet Mayan onion and I thought it would be too much, but after the onion carmelized for 1/2 hour it shrank down to almost nothing. If I make this recipe again (and that's a BIG IF) I will use only 1/2 the breadcrumbs, twice the onion; if I use 12 oz mac I will add 6 oz shredded jack and definitely will not bake it for 30 minutes. More like 15, probably. What cheese and onion flavors I did taste underneath all those crumbs did not impress me. I also didn't think the broth was necessary. I would use 1/2 n 1/2 or more milk.


14 Ratings

Jan 04, 2012

Mouth-watering just thinking about it! This is the best mac'n'cheese I've ever had, and it's not that difficult to make. Definitely not anything like stove-top varieties- in taste or prep. I would say the prep time on here is under-estimated, but most of your time will be spent on the roux, building it into the cheese sauce. As suggested by other reviewers, use HALF the breadcrumbs and don't waste your time on browning them. Also, I have made this recipe a few times with cooked and crumbled bacon mixed in before baking- Mouth-gazm! If you're watching your fat or cholesterol, then don't do it, but otherwise... yum

Jan 31, 2011

Made it as listed except used romano cheese instead of parmasan and cracker crumbs instead of bread.

Jan 12, 2009

Although it took a bit of time...I really liked this recipe, and will make it again. I did add some swiss cheese, as well as using cream instead of milk. The caramelized onions had a great flavor!

Nov 09, 2007

This recipe works. Takes too long? Kinda standard for real mac & cheese. Plus the time for the grilled onions. But that's my favorite so I think it is worth it. I also grilled some stir-fry pork pieces and deglazed the pan with some white wine, adding that to the sauce right before the cheese. Freaking good. Thanks for the recipe!

Oct 17, 2007

I agree with previous reviewer's complaint of too much bread crumbs. Hubby complained that the bread crumbs overpowered/detracted from the mac and cheese, and I totally agree. The caramelized onion flavor is nice. I doubled the amount of cheese. Did not taste the mustard or cayenne at all. Previous reviewer is right on target with eliminating the chicken broth and just adding additional milk - I bought a can of chicken broth and used just a partial amount which was a waste of money; I can't see where the chicken broth enhanced the recipe at all. Without the caramelized onions I'd give this 2 stars, 3 stars if you halve or delete the bread crumbs - the caramelized onions bring it up another star to a 4.

Feb 21, 2012

This was pretty good. After reading other reviews, I doubled the onions and halved the breadcrumb topping. I should've let the onions cook a bit longer though-after 20 minutes, they were very soft and sweet, but not very colored. Instead of the chicken broth, I used all milk and added some organic chicken base. Next time I will add a few splashes of Worcestershire.


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  • Calories
  • 560 kcal
  • 28%
  • Carbohydrates
  • 51.3 g
  • 17%
  • Cholesterol
  • 82 mg
  • 27%
  • Fat
  • 29.1 g
  • 45%
  • Fiber
  • 2.6 g
  • 10%
  • Protein
  • 22.7 g
  • 45%
  • Sodium
  • 703 mg
  • 28%

* Percent Daily Values are based on a 2,000 calorie diet.

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