Caramelized Onion Mac n’ Cheese

Kirstin, It's Not You, It's Brie

This is the ultimate winter mac n’ cheese. With plenty of cozy carbs and soothing rosemary flavors, this cheesy dish will keep you warmer than a down coat in your grocery store’s freezer aisle.

The Gouda cheese adds a sweet caramel flavor to this already comforting potato and pasta blend. Serve with a light salad made with bitter greens or kale to offset the richness, and you’ll have yourself a meal that both warms and nourishes.

Caramelized Onion and Potato Gouda Mac n’ Cheese
By Kirstin
Serves 6-8


1 pound russet potato
5 tablespoons salted butter, divided
2 large yellow onions, sliced thin
2 tablespoons rosemary, finely chopped
3 tablespoons all-purpose flour
3 cups whole milk
1/2 teaspoon salt
1/4 teaspoon pepper
12 ounces (about 3 cups) Gouda cheese, grated
8 ounces dry elbow pasta, cooked according to package directions


Preheat oven to 350°F.

Cut the unpeeled potato once lengthwise. Set the sliced side down on the cutting board, then slice again lengthwise. Cut those pieces into 1/3-inch slices.

Heat 2 tablespoons of butter over medium heat in a large sauté pan. Add the onions and cook for ten minutes, stirring occasionally to lightly brown. Add potatoes and rosemary and cook for ten more minutes. If the potatoes start to stick to the bottom of the pan while cooking, add a tablespoon of water as needed to loosen. Set aside.

Cook the remaining 3 tablespoons of butter and flour in a large heavy bottomed saucepan over low heat for five minutes, being careful to mix well, especially around the edges of the pan. Add 1/4 cup milk and whisk thoroughly so there are no lumps. Repeat. Add the remainder of the milk, mix well, bring to a low boil over medium heat, then lower to simmer. Add salt and pepper. Cook for seven minutes, stirring occasionally.

Add all but 3 tablespoons of the cheese to the milk and stir until almost melted. Add the onion and potato mixture to the milk and stir. Add the pasta and stir. Pour into a two-quart casserole dish, top with the remainder of the cheese.

Bake for 25 to 30 minutes, until the sauce starts to firm and the top is golden brown and crusty. Remove from oven and wait to let cool for five minutes before serving.

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3 thoughts on “Caramelized Onion Mac n’ Cheese

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  1. Pingback: cheese recipes, mac n cheese, caramelized onion

  2. Cheryl said:

    This recipe looks fantastic and I can’t wait to make it for my family. THANKS!