This is the second time in a week that the Pioneer Woman has me bringing down my Dutch oven from the top kitchen shelves. First it was the Pistachio, Orange, and Dark Chocolate Cinnamon Rolls… and now it’s this extra rich caramelized onion and mushroom Shells and Cheese. Pasta and cinnamon rolls came successfully come from the same pot? Gosh… it’s a good life.
These creamy Shells and Cheese are inspired by Ree’s Fancy Mac and Cheese. Ree adds just about every cheese in the book to her mac and cheese. Bacon, too. Because, duh. We have another Bonkers Awesome episode to prove it! It’s Part II of my visit to Ree’s Oklahoma ranch. Can I tell you a secret? I forgot my belt in Los Angeles for my visit to the ranch, and my boots still have mud on them. That’s just real life. Also in real life? Ree’s totally ridiculous Fancy Mac and Cheese that I wanted to take on the plane home with me.
Let’s talk about my interpretation!
Original Photography Shot with the Canon EOS 6D Digital SLR. The perfect multimedia solution.
All good things (well… most, really), start with a homemade cream sauce. These shells and cheese are no exception. This cream sauce starts with melted butter, all-purpose flour, and milk. If you ever hear anyone refer to a Bechamel Sauce… this is what they’re referring to. Nothing fancy. You know what’s up!
The cream sauce is cooked until thickened. It just takes about three minutes of stirring and random daydreaming.
Next, we’ll mix a bit of the warm cream sauce with a beaten egg. I’ve never added egg to my macaroni and cheese, but leave it to Ree to make me live dangerously. The egg really adds to the richness. It’s delicious! We beat the egg with a bit of the warm cream sauce to prepare the egg for the hot life without scrambling it. That’s called tempering. I don’t know why I’m being so obtuse.
Eggy cream and and actual cream marry.
I’m really itching to add the cheese. That’s the best part, really.
Cheese, yes please! Shredded cheddar, a smidge of shredded Gruyère, and goat cheese too!
I love these three cheeses because they’re super melt-able and have different levels of sharpness and saltiness that balance each other out wonderfully.
This is the sort of sauce you could bathe in.
Not that I would… or did.
Shells in. Shells tossed.
Now would be a good time to sample (twist my arm). Adjust the saltiness and spiciness accordingly.
Now it’s time for layering!
Half of the shells and cheese go into a baking pan. I used a pretty deep 10-inch pie pan. I think a 9×13-inch pan would work as well.
On top of the first layer of shells and cheese go the caramelized onions and mushrooms.
Finally, the remaining shells and cheese get piled atop the toppings. Lastly, butter sautéed panko breadcrumbs. I mean…
After the shells and cheese are baked, the panko will be golden brown and the cheese will be sizzling. Take a big spoon to the whole deal and it’s just beyond. Perfectly salty, and hearty, and comforting, and if you’re not careful you could stand in the kitchen and get through half of the pan no problem.
Winter comfort! Extra cheesy.
Bonkers Awesome Mushroom and Onion Mac and Cheese
serves 6
4 tablespoons olive oil and 2 tablespoons unsalted butter, divided, for cooking the onions and mushrooms
1 large yellow onion, sliced in semi-circles
half a pound of button or cremini mushrooms, cleaned and quartered
salt and pepper to taste
1 teaspoon chopped fresh thyme, divided
5 tablespoons unsalted butter, divided, plus a bit more for greasing the pan
1/4 cup all-purpose flour
2 1/2 cups whole milk
1 large egg
1 scant teaspoon salt
1/2 teaspoon freshly ground black pepper
4 ounces goat cheese
1/2 cup shredded Gruyère
1 1/2 cups shredded sharp cheddar cheese
1 pound pasta shells, boiled until just undercooked
1/3 cup panko crumbs
In a medium skillet over medium heat, add 2 tablespoons olive oil and 1 tablespoon of butter. When heated, add the sliced onions and saute until translucent, stirring occasionally. Add a pinch of salt, a pinch of black pepper, and 1/4 teaspoon fresh thyme, and reduce the heat to low. Continue to cook until the onions are completely browned and thoroughly cooked, about 5 minutes. Spoon caramelized onions into a small bowl and set aside.
In the same skillet, heat the remaining 2 tablespoons of oil and 1 tablespoon of butter over medium heat. Add the quartered mushrooms and stir to coat in fat. Allow the mushrooms to soften and brown, about 2 minutes. Add a pinch of salt, a pinch of black pepper , and remaining thyme and reduce the heat to low. Cook until mushrooms are browned on all sides, about 5 minutes. Remove from heat and set aside.
In a large saucepan, melt 4 tablespoons of butter over medium heat. Add the flour and stir until mixture is combined. Add the milk and whisk together until mixture has thickened, about 3 to 5 minutes. Add scant teaspoon of salt and black pepper. Stir to combine.
In a small bowl, beat the egg. Add a few tablespoons of the warm cream sauce to the egg and whisk together. Once the egg is warmed, add it back to the cream sauce and whisk well to combine.
Reduce heat to low and stir in cheeses. Stir until melted and combined.
Add the cooked pasta and stir until all of the pasta is coated in cheese sauce.
Place a rack in the upper third of the oven and preheat oven to 325 degrees F. Lightly grease a baking pan. I used a deep 10-inch pie pan, though a 9×13-inch pan would be great as well.
Spoon half of the pasta mixture into the greased pan. Top with caramelized onions and mushrooms. Top with the remaining pasta mixture. Set aside for a moment.
In a medium skillet over medium heat, melt remaining 1 tablespoon butter. Add the bread crumbs and toast until panko has absorbed all the butter. Remove from heat and spoon the bread crumbs over the top of the pasta mixture.
Bake for 15 to 20 minutes until the bread crumbs are browned and the pasta is sizzling. Remove from the oven and serve warm.
Pasta can be made a day ahead and left in the fridge unbaked. Just add the bread crumbs just before baking.
Baking Friends Forever
I always love a new version of Mac & Cheese and this looks incredible!
Janine at Cake Of The Week
Just had this for dinner – tasted really good, thanks for the recipe!
bespokegina
We’ve cut down to pasta once a week, but this will definitely be making a show next week. Thank you.
Kimberly
I love your changes to the mac and cheese, and I love that video. You must have been bonkers excited! TV likes you! xo
Colleen
This is in my oven right now! My kitchen smells divine!
Ellen
I’m making this right now, and I’m super excited! One thing though, is it a typo when you say 5 minutes to finish caramelizing the onions? Because from my (limited!) experience it takes a lot longer.
Ellen
We just finished eating this and it was a complete hit! The onions in particular added a nice sweet acidity to the rich macaroni and cheese. Definitely a keeper. Thanks Joy!
Gry
Love love love the video! It’s almost like being there with you guys! I’m definitely trying the recipe.
Beth Somers
I made this exactly as written the the other night, except I used whole wheat rotini. Turned out amazing! Love the cheese combination.
tracy
you are just top notch! I wish Bonkers Awesome episodes were longer, I’d watch them all day!!!
Melissa
Know how I know this is awesome? I have had the flu and this still looks freaking Amazeballs and is tempting me, like nothing has in the past three days. I have also had the time to watch ALL the “Bonkers” episodes! You are amazing! Keep shining on with ya bad self!
Arthur in the Garden!
Yummy!