Soups & Stews
This macaroni and cheese with mushroom soup recipe delivers the ultimate comfort food experience—creamy, cheesy pasta paired with rich, earthy mushroom soup that warms you from the inside out.
The secret lies in a velvety cheese sauce that coats every strand of pasta while the soup simmers with umami depth from fresh mushrooms and aromatic herbs. I developed this dish during a chilly winter evening when I needed something hearty yet simple enough to prepare in one pot.
What sets this recipe apart is the balance of textures and flavors: tender macaroni in a silky cheese sauce alongside a velvety mushroom soup that's neither too thick nor too thin. The soup's earthy notes complement the richness of the macaroni, creating a meal that feels indulgent yet satisfying.
Best of all, it comes together in about 45 minutes with minimal cleanup—just one pot for the soup and another for the pasta.
The result is a dish that feels like a hug in bowl form: golden, bubbling macaroni with crispy edges, smothered in melted cheese, served alongside a steaming bowl of mushroom soup that's rich enough to stand on its own.
The combination is perfect for a cozy family dinner or a comforting weeknight meal when you crave something familiar yet elevated.
Serve the macaroni and cheese in a deep bowl with the mushroom soup spooned alongside, or layer them together for an even heartier presentation. This recipe is designed to be adaptable—add a sprinkle of breadcrumbs for extra crunch, or stir in a dash of hot sauce for a kick.
Let’s get cooking!
Ingredients for macaroni and cheese with mushroom soup
Fourteen ingredients for two bowls of ultimate comfort—creamy pasta meets earthy mushroom soup.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Dry, uncooked pasta |
| White Cheddar Cheese 🧀 | 2 cups | Shredded, sharp variety |
| Gruyère Cheese 🧀 | 1 cup | Shredded, nutty flavor |
| Heavy Cream 🥛 | 1 cup | Full-fat for creaminess |
| Whole Milk 🥛 | 1 cup | Room temperature preferred |
| Butter 🧈 | 4 tbsp | Unsalted, cubed |
| All-Purpose Flour 🌾 | 2 tbsp | For thickening sauce |
| Fresh White Mushrooms 🍄 | 1 lb | Sliced, stems removed |
| Shallots 🧅 | 2 whole | Minced, for depth |
| Garlic Cloves 🧄 | 3 cloves | Minced, aromatic |
| Chicken Broth 💧 | 2 cups | Low-sodium preferred |
| Fresh Thyme Leaves 🌿 | ½ tsp | Or 1/4 tsp dried |
| Fresh Parsley 🌿 | ¼ cup | Chopped, for garnish |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground |
The mushrooms are the star here. Cream or button mushrooms work, but fresh white mushrooms give that meaty texture and deep umami flavor. I grab mine from the Whole Foods bulk section—they’re fresher and more flavorful than the pre-sliced packages. If you’re using dried mushrooms, soak them first and use the soaking liquid in the broth. For the cheeses, sharp white cheddar and Gruyère are non-negotiable—the Gruyère adds that nutty depth that makes this dish sing. If you can’t find Gruyère, Parmesan works in a pinch but won’t have the same melt.
No fresh thyme? Dried works at one-third the amount, but fresh is worth hunting down if you’ve got it. Running low on Gruyère? Add a splash of cream cheese to the mix for extra creaminess. The chicken broth should be low-sodium—Pacific Foods or Swanson are my go-tos. For the pasta, elbow macaroni is classic, but penne or cavatappi hold sauce just as well. Pro tip: Toast the pasta in the pot with a little butter before adding the cheese sauce—it adds a crispy edge that’s chef’s kiss.
This dish reheats like a dream—just add a splash of milk or broth if it gets too thick. Keeps in the fridge for 4-5 days, but honestly, it’s even better the second day as the flavors meld. For leftovers, I like to portion it into glass containers—they keep everything warm longer. Freeze portions for up to 3 months, but add a little extra milk when reheating to loosen it up. And if you’ve got any extra cheese sauce, it’s perfect over grilled cheese or baked potatoes!
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe because it’s literally one pot—no strainers, no extra bowls, just melt those mushrooms with the cream and milk right in the same pan where the pasta cooks. The Gruyère stretches into that golden, gooey blanket over everything while I’m still chopping the mushrooms, and honestly? That’s my kind of multitasking.
- Umami Bomb: Between the earthy mushrooms sautéed in butter and the sharp bite of Gruyère, this isn’t your childhood mac and cheese—it’s adult comfort food. The heavy cream smooths it out, but the mushrooms? They add this deep, savory punch that makes it feel fancy without the fuss.
- Lunchbox Hero: Between us, this is my go-to for meal prep because it reheats like a dream. Pack the leftovers in a thermos, and the cheese stays creamy, not gloppy. My kids (and my husband) grab it for school lunches or post-work snacks—no one complains, and that’s saying something.
- Budget Stretch: I use half the cheese I’d normally buy, and the mushrooms add richness without breaking the bank. A single bag of elbow macaroni, a block of cheddar, and a handful of mushrooms stretch to feed four for under $10. That’s a win when you’re balancing groceries and takeout cravings.
Step-by-step instructions for macaroni and cheese with mushroom soup
This creamy, earthy masterpiece combines rich macaroni and cheese with velvety mushroom soup—perfect comfort in every bite.
🍳 Step 1: Sauté Mushrooms and Aromatics for Deep Flavor
Heat 2 tablespoons of the butter in a large pot over medium heat. Add the 1 lb fresh white mushrooms (sliced) and cook for 8-10 minutes until they release their moisture and turn golden brown. This step develops that earthy umami flavor that makes this dish special.
Add the 2 minced shallots and 3 minced garlic cloves, cooking for another 2-3 minutes until fragrant. The shallots should soften slightly but not brown. Here's the thing—don't rush this step. Properly cooked aromatics form the flavor foundation of the entire dish. If your mushrooms release too much liquid, let it evaporate completely before moving forward.
🍳 Step 2: Build the Creamy Mushroom Sauce
Stir in the 2 tablespoons all-purpose flour and cook for 1 minute to remove the raw flour taste. Slowly whisk in the 1 cup whole milk and 1 cup heavy cream, letting the mixture thicken slightly before adding the 2 cups chicken broth. Bring everything to a gentle simmer and cook for 10-12 minutes until the sauce reduces slightly and coats the back of a spoon.
Season with 0.5 teaspoon fresh thyme leaves, 1.5 teaspoons salt, and 0.5 teaspoon black pepper, stirring well. Taste and adjust seasoning—this is your chance to balance the earthy mushrooms with the creamy sauce. The sauce should be rich but not overly thick; if it's too thick, whisk in a splash of warm milk or broth to reach your desired consistency.
🍲 Step 3: Cook the Elbow Macaroni Al Dente
While the mushroom sauce simmers, bring a separate pot of salted water to a rolling boil. Add the 8 oz elbow macaroni and cook for 1 minute less than the package directions—you want it al dente so it continues cooking slightly in the hot sauce. Reserve 1 cup pasta water before draining, as this starchy liquid will help create a silky sauce.
Drain the pasta and immediately add it to the mushroom sauce in the pot. Stir gently to combine, adding ½ cup of the reserved pasta water to help the sauce cling to the noodles. The pasta will absorb some of the sauce, so don't worry if it looks slightly dry at first—it will come together beautifully as everything heats through.
🧀 Step 4: Create the Ultimate Cheese Sauce
Reduce heat to low and gradually stir in the 2 cups shredded white cheddar cheese and 1 cup shredded gruyère cheese, letting each addition melt completely before adding more. The gruyère will give you that nutty depth that takes this dish to the next level. If the sauce starts to separate or looks too thick, whisk in more of the reserved pasta water 1 tablespoon at a time until smooth and creamy.
Here's where it gets magical: the cheese should melt into a velvety sauce that coats the back of a spoon. You want it thick enough to cling to the pasta but still smooth enough to spoon. If you're worried about the sauce being too thin, remember—it will thicken as it sits. Taste and adjust seasoning one final time, adding more salt or pepper if needed.
🥘 Step 5: Finish and Serve with Fresh Herbs
Transfer the macaroni and cheese to warmed serving bowls. Garnish each serving with 2 tablespoons chopped fresh parsley for a pop of color and freshness. The parsley not only looks beautiful but also adds a bright contrast to the rich, earthy flavors. Serve immediately while the cheese is still melted and the pasta is perfectly al dente.
This dish is all about that creamy, comforting texture with earthy mushroom depth. Each bite should deliver that perfect balance of cheesy richness, creamy sauce, and tender pasta. Don't skip the garnish—it makes all the difference in presentation and flavor. Enjoy this ultimate comfort food while it's hot!
Pro Tips For Making Macaroni And Cheese With Mushroom Soup
- COOK PASTA AL DENTE: Pull that pasta out of the water when it’s just shy of done—about 1 minute before the package says. Mushroom soup needs to cling, not turn to glue, and overcooked noodles turn mushy when mixed in. I learned this the hard way after slurping a bowl that tasted like wallpaper paste.
- GRATE CHEESE FRESH: Skip the pre-shredded stuff—it’s coated with anti-caking agents that make the sauce grainy. Use a box grater for Gruyère and Cheddar right before melting, and toss in a splash of cold milk to stop clumping. Your sauce will be silky, not sandy.
- TEMPER THE CREAM: Warm the heavy cream with a splash of milk (about ¼ cup) over low heat until it’s just hot to the touch before adding it to the cheese. Cold cream causes the cheese to seize up like a stubborn toddler, and you’ll end up with lumps instead of a velvety sauce.
- SWEAT MUSHROOMS LOW: Cook your mushrooms on medium-low heat for 8–10 minutes until all the moisture evaporates. Rush it, and you’ll get bitter, watery soup that dilutes the cheese sauce. Patience here means a rich, earthy flavor that actually complements—not fights—the cheesy goodness.
Wine and beer pairings for this macaroni and cheese with mushroom soup
Rich Red Wine
A bold Pinot Noir from Oregon or a Syrah from the Rhône Valley is my go-to choice for this dish. The earthy, slightly smoky notes of these reds complement the mushrooms beautifully while standing up to the creamy macaroni.
Look for a 2020 vintage or newer—you want a wine with enough acidity to cut through the richness. I reach for La Crema Pinot Noir from California; its bright cherry and spice notes elevate the meal without overpowering it. 🍷
Creamy White Wine
If you prefer white wine, a Chardonnay with a touch of oak works wonders. The buttery notes in the wine mirror the cheese sauce, while the acidity balances the creaminess.
I love Meiomi Chardonnay from California—it’s rich enough to stand up to the dish but not so heavy it feels cloying. For a lighter option, try a Viognier from the Rhône; its floral and stone fruit notes provide a refreshing contrast to the earthy mushrooms.
Crisp Beer Pairings
A Belgian witbier like Hoegaarden or Stella Artois adds a crisp, citrusy brightness that cleanses your palate between bites. The slight effervescence cuts through the richness of the cheese sauce, making each bite feel lighter.
For a darker option, a malt-forward amber ale like Fat Tire complements the depth of the mushrooms without overpowering the dish. I keep a six-pack of Allagash White on hand—its coriander and citrus notes pair surprisingly well with the creamy pasta. 🍺
Light Bodied Options
If you’re avoiding alcohol, a sparkling apple cider like Martinelli’s or a ginger beer with a squeeze of lime offers refreshing acidity. The ginger’s zesty kick balances the richness, while the bubbles create a satisfying contrast.
For a non-alcoholic wine alternative, try a sparkling white grape juice like Freixenet 0.0% Alcohol Cava—it delivers the same crisp, refreshing quality without the alcohol. These options are perfect for family dinners or when you’re driving.
After-Dinner Digestif
Finish the meal with a small glass of sherry or port to complement the dish’s richness. A Pedro Ximénez sherry with its caramel and raisin notes pairs beautifully with the cheesy pasta, while a tawny port adds a nutty depth that echoes the Gruyère.
I like to serve a half-glass of Graham’s 10-Year Tawny—just enough to cleanse the palate and leave a warm, satisfying finish. 🍷
Nutrition facts
Frequently asked questions
Can I make this dish vegetarian?
This recipe is already vegetarian-friendly, but you can enhance it further by using vegetable broth instead of chicken broth. For extra richness, stir in a splash of nutritional yeast when adding the cheese—it adds a cheesy depth without dairy. The mushrooms provide all the umami you need for a satisfying vegetarian meal.
How do I prevent the cheese sauce from getting grainy?
Grainy cheese happens when cheese melts too quickly or isn't incorporated properly. To avoid this, melt the cheese low and slow over low heat, stirring constantly. Add the cheese in small batches, letting each one fully melt before adding more. If the sauce starts to separate, whisk in a splash of reserved pasta water or warm milk to restore creaminess. Pre-shredded cheese often contains anti-caking agents that make it grainier—opt for freshly grated cheese whenever possible.
Can I use dried mushrooms instead of fresh?
Yes, but you'll need to soak them first! Use 2 oz dried mushrooms (about ¼ cup) and soak them in 1 cup warm water for 20 minutes. Use the soaking liquid in place of some of the chicken broth in the recipe. Dried mushrooms add intense umami flavor, so start with less than you think you'll need. For texture, you can lightly toast the rehydrated mushrooms in a pan before adding them to the sauce.
What's the best way to reheat leftovers?
Reheat gently in a pot over low heat, stirring occasionally and adding a splash of milk or broth if the sauce gets too thick. For best results, cover the pot to trap steam. Microwaving works in a pinch, but it can make the cheese sauce separate. If reheating from the fridge, let the dish sit at room temperature for 5-10 minutes first to even out temperatures. The texture will be just as creamy as when you first made it!
Can I make this dish ahead of time?
This recipe actually tastes even better the next day! Prepare the macaroni and cheese and mushroom soup separately, then refrigerate in airtight containers for up to 4 days. When ready to serve, reheat each component separately and combine just before eating. The flavors meld beautifully overnight, and the pasta absorbs the sauce perfectly. For make-ahead convenience, you can also freeze portions for up to 3 months.