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Dinner · Part 2 of 3: Instructions

Rich French Onion Mac and Cheese Step-by-step instructions

A rustic black skillet filled with creamy mac and cheese topped with golden brown croutons.
Prep
Cook
Total
Serves
6

Before you start

Before starting, bring the heavy cream to room temperature if you have time, as it will incorporate more smoothly into the warm onions. Shred the Gruyère and grate the Parmesan, then keep them in the refrigerator until needed.

Cook the pasta al dente so it doesn't become mushy during baking. Preheat the oven to 375°F (190°C) when you begin the caramelization, so it's ready when the dish is assembled. Have all ingredients measured and within reach, as the final steps move quickly.

Ingredients at a glance (9)
  • 3 tbsp butter
  • 3 large yellow onions, thinly sliced
  • 1/2 tsp kosher salt
  • 1/4 tsp black pepper
  • 1 cup heavy cream
  • 8 oz medium pasta shells
  • 1 1/2 cups shredded Gruyère cheese
  • 1/2 cup grated Parmesan cheese
  • 1 cup butter-flavored croutons

Instructions

Caramelize the Onions

  1. Caramelize the onions
    Melt the butter in a large oven-safe skillet over medium heat. Add the sliced onions and salt. Cook, stirring occasionally, for 20 to 25 minutes, reducing the heat to medium-low if they brown too quickly. Continue until the onions are deep mahogany brown and very soft.
    Look for Onions are deeply browned, glossy, and reduced to about a third of their original volume.
    Tip Stir every few minutes to prevent sticking, and scrape up any browned bits from the bottom of the pan.
  2. Season the onions
    Season the caramelized onions with black pepper. Stir to combine and cook for another minute until fragrant.
    Look for The pepper is evenly distributed and the onions smell deeply savory.
    Tip Taste the onions and add more salt if needed, but keep in mind the cheese will add saltiness later.

The onions should be a deep mahogany brown, soft, and glossy, with a sweet, nutty aroma. They will have reduced significantly in volume. The butter should be fully absorbed, and there should be no raw onion smell. Stir occasionally to prevent sticking, and if the onions look dry, add a tablespoon of water to deglaze the pan. The color should be even, not burnt at the edges.

Make the Cream Sauce

  1. Add the cream
    Pour the heavy cream into the skillet with the onions. Stir continuously with a wooden spoon until the cream is fully incorporated and the mixture is smooth. Bring to a gentle simmer, then remove from heat.
    Look for The cream is lightly bubbling and has turned a pale golden color from the onions.
    Tip Do not let the cream boil vigorously, or it may separate. A gentle simmer is enough.
  2. Cook the pasta
    Meanwhile, bring a large pot of salted water to a boil. Cook the pasta shells according to package directions until al dente. Drain well and set aside.
    Look for Pasta is tender but still firm to the bite.
    Tip Reserve a cup of pasta water before draining in case the sauce needs thinning later.
  3. Combine pasta and cheese
    Add the drained pasta shells to the skillet with the cream and onions. Sprinkle the Gruyère and Parmesan over the pasta. Stir gently until the cheese is fully melted and the sauce is smooth and coats every shell.
    Look for The cheese is completely melted, with no visible shreds, and the sauce is thick and creamy.
    Tip Stir over low heat just until the cheese melts; overheating can make the sauce grainy.

The cream should be smoothly combined with the onions, forming a pale golden sauce. When you add the cheese, it should melt completely into a thick, velvety mixture with no shreds visible. The pasta should be coated evenly, and the sauce should cling to the shells. The consistency should be similar to a thick alfredo sauce, not too runny. The aroma is rich and cheesy with a hint of caramelized onion.

Bake to Golden Perfection

  1. Top with croutons
    Sprinkle the croutons evenly over the top of the mac and cheese, covering the surface completely.
    Look for The croutons form an even, golden layer across the top.
    Tip Use slightly crushed croutons for better coverage, or leave them whole for larger crunchy bits.
  2. Bake until golden
    Transfer the skillet to a preheated 375°F (190°C) oven. Bake for 15 to 20 minutes, until the croutons are golden and the edges are bubbly. Let rest for 5 minutes before serving.
    Look for The croutons are deep golden brown and the sauce is bubbling around the edges.
    Tip If the croutons brown too quickly, cover loosely with foil for the remaining time.

The croutons should be deeply golden and crisp, and the sauce should be bubbling around the edges. The top will be slightly puffed in places, and the cheese may brown slightly where exposed.

The kitchen will smell of toasted bread and melted cheese. Let the dish rest for 5 minutes so the sauce sets and the croutons stay crunchy. The edges should be slightly caramelized, and the center should be hot and creamy.

Common mistakes

One common mistake is not caramelizing the onions long enough, which leaves them pale and sweet rather than deeply savory. Another is using high heat, which burns the onions before they soften.

If the sauce seems too thick after adding the cheese, stir in a splash of reserved pasta water to loosen it. Avoid overbaking, which can dry out the pasta and make the sauce separate. Also, be sure to use an oven-safe skillet; if not, transfer the mixture to a baking dish before adding the croutons.

How to tell it’s done

The mac and cheese is done when the croutons are golden brown and crisp, and the sauce is bubbling around the edges of the skillet. The internal temperature should be at least 165°F (74°C) if you want to check, though the dish is fully cooked because the pasta and cheese are already cooked before baking.

Let it rest for 5 minutes before serving to allow the sauce to set slightly, making it easier to serve and preventing burns from the hot filling.

Coming up in Part 3: common questions

  • Why do the onions need to be caramelized for so long?
  • Can this recipe be made gluten-free?
  • What can be used instead of Gruyère cheese?
  • How can the sauce be prevented from becoming grainy?
  • Can the mac and cheese be prepared without baking?

Also in Part 3: variations (Add Bacon, Mushroom Version, Spicy Kick, Herbed Croutons), storage and make-ahead, and the printable recipe card.

Up next · Part 3 of 3

4 variations · storage & make-ahead · 5 answers · printable card

Tips, FAQ & printable recipe (Part 3)← Back to the ingredients (Part 1)