dileenthompson 
This recipe transforms classic macaroni and cheese by folding in a rich, sweet tangle of caramelized onions and using deeply flavorful smoked Gouda in the sauce. Topped with a crisp, buttery breadcrumb crust, it’s a decadent and unforgettable dish.
Yield: 6-8 servings
Prep Time: 20 minutes
Cook Time: 1 hour 10 minutes (mostly hands-off)
Total Time: 1 hour 30 minutes
Ingredients
For the Caramelized Onions & Topping:
- 3 tablespoons unsalted butter, divided
- 2 large yellow onions, thinly sliced
- 1 teaspoon kosher salt
- 1 cup panko breadcrumbs
For the Pasta & Sauce:
- 1 lb (16 oz) elbow macaroni, cavatappi, or shell pasta
- 4 tablespoons unsalted butter
- ⅓ cup all-purpose flour
- 4 cups whole milk, warmed
- 1 teaspoon dry mustard powder
- ½ teaspoon smoked paprika
- ½ teaspoon black pepper
- 12 oz smoked Gouda, rind removed, grated
- 8 oz sharp white cheddar, grated
Instructions
- Caramelize the Onions: Melt 2 tablespoons of butter in a large Dutch oven or skillet over medium-low heat. Add the sliced onions and salt. Cook, stirring occasionally, for 30-45 minutes until the onions are deeply golden brown, soft, and sweet. Be patient; do not rush this step. Transfer half of the onions to a bowl and set aside.
- Prepare the Pasta: While the onions cook, bring a large pot of salted water to a boil. Cook the pasta until just al dente (it will finish cooking in the oven). Drain and set aside.
- Make the Breadcrumb Topping: In a small bowl, melt the remaining 1 tablespoon of butter. Mix in the panko breadcrumbs until evenly coated. Set aside.
- Preheat Oven: Preheat your oven to 375°F (190°C).
- Make the Cheese Sauce: In the same Dutch oven (use the one with the remaining half of the caramelized onions), melt the 4 tablespoons of butter over medium heat. Whisk in the flour and cook for 1-2 minutes until bubbly and fragrant. Gradually whisk in the warm milk until the mixture is smooth. Add the mustard powder, smoked paprika, and pepper.
- Simmer and Thicken: Bring the sauce to a gentle simmer, stirring constantly, and cook until it has thickened enough to coat the back of a spoon, about 5-7 minutes.
- Finish the Sauce: Remove the pot from the heat. Gradually whisk in the grated smoked Gouda and sharp cheddar until the sauce is smooth and creamy. Stir in the reserved caramelized onions (from the bowl) and the drained pasta, folding until everything is evenly coated.
- Bake: Pour the macaroni and cheese into a 9×13-inch baking dish. Sprinkle the buttery panko breadcrumbs evenly over the top.
- Bake and Serve: Bake for 20-25 minutes, or until the topping is golden brown and the sauce is bubbly around the edges. Let it rest for 5-10 minutes before serving.
Key Flavors & Notes
- Smoky Gouda: Provides a profound, smoky flavor that is the backbone of the dish.
- Sweet Onions: The long, slow caramelization process transforms the onions, giving them a complex sweetness that balances the smokiness of the cheese.
- Deeply Savory: The combination of the rich béchamel, sharp cheddar, and umami from the onions creates an intensely satisfying savory profile.
- Pro-Tip: Do not rush the onions. Cooking them low and slow is the single most important step for developing their signature sweet, jammy flavor. Using a mix of cheeses (Gouda for flavor, cheddar for meltability) ensures the perfect sauce texture.
- Make-Ahead: You can assemble the mac and cheese (without baking) up to a day in advance. Keep it covered in the refrigerator and add the breadcrumb topping just before baking. You may need to add 5-10 minutes to the baking time.
