Grown-Up Macaroni and Cheese

Recipe by Baking Barb
READY IN: 40mins




  • Sauté mushrooms in a little olive oil until cooked down; set aside.
  • Sauté sausage coins in same skillet you used for the mushrooms until warmed through and lightly caramelized; combine with the mushrooms and keep warm.
  • In a saucier or saucepan, melt butter over medium heat until bubbles subside (you don't want to burn it or create a fully browned butter but want to head that direction for a nuttier taste to the sauce).
  • Add flour and cook the roux, stirring constantly, for 2-3 minutes or until flour is fully cooked and mixture has reached a light, golden brown.
  • Add 1/4 cup half & half, cream cheese, ground mustard, and pepper. Stir until fully incorporated into the roux.
  • Slowly add remaining half & half, whisking constantly to break up any lumps and stir for 1-2 minutes or until you can just notice a slight thickening. This makes a very thin, creamy sauce. If you like it a lot thicker reduce half & half by 1/2 cup.
  • Add shredded cheese (either reserve a small amount or shred extra if baking as a casserole) and stir for 1 minute.
  • Reduce heat to low and let cook for 10-15 minutes, stirring every few minutes, until cheese has fully melted and flavors incorporate.
  • While cheese sauce is cooking, cook the pasta according to package directions and drain.
  • There are 2 serving options:
  • Most of the time I simply combine pasta, cheese sauce, mushrooms, and sausage in a large serving bowl and eat it extra creamy.
  • My husband prefers it baked. Combine all components in the pasta pot and then pour into a greased baking dish. Top with reserved/extra cheese and some breadcrumbs (if desired - we don't) and bake at 350 for 15 minutes.