French Onion Mac and Cheese

Most mac and cheese is pretty boring – this one actually has flavor. The caramelized onions take some time but they’re what make this worth making instead of the boxed stuff.

June Arthurs
January 22, 2026
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Ingredients (~6-8 servings)

  • 12 oz short pasta (shells, elbows, cavatappi – whatever you have)
  • 4 Tbsp unsalted butter (for onions)
  • 2 tsp olive oil
  • 3 yellow onions, thinly sliced
  • 2 tsp minced fresh thyme
  • 2 Tbsp all-purpose flour
  • 1 1/2 tsp dijon mustard
  • 2 1/2 cups half and half
  • 1/3 cup heavy cream
  • 1/4 tsp freshly grated nutmeg
  • 4 oz white cheddar cheese, shredded by hand
  • 6 oz gruyere cheese, shredded by hand
  • Kosher salt and pepper to taste

Panko Topping

  • 2 Tbsp unsalted butter
  • 2 tsp chopped fresh thyme
  • 1/2 cup panko crumbs
  • Salt and pepper

Caramelize the Onions

Melt 4 Tbsp butter with the olive oil in a large Dutch oven over medium heat. Once the butter gets foamy, add all the sliced onions and toss to coat.

Cover the pot and let them cook for 10 minutes until they start wilting down. Remove the lid, lower the heat to medium-low, and add the thyme.

Keep cooking, stirring every so often, until the onions are deeply caramelized – this takes about 40 minutes. They should be golden brown and smell sweet.

Transfer the onions to a bowl and set aside. Don’t wash the Dutch oven – you want that fond for the sauce.

Make the Panko Topping

Melt 2 Tbsp butter in a skillet over medium heat and add the thyme. Cook for ~1 minute until fragrant.

Add the panko and stir to coat everything. Cook for 2-3 minutes, stirring occasionally, until the panko turns golden brown.

Remove from heat, season with salt and pepper, and set aside.

Cook the Pasta and Prep for Baking

Preheat your oven to 425F. Butter a 9×13 inch baking dish.

Bring a large pot of salted water to a boil. Cook the pasta for 2-3 minutes less than the package directions – you want it just shy of al dente since it’ll finish cooking in the oven.

Drain and rinse with cool water to stop the cooking. Let it sit in the colander while you make the sauce.

Build the Cheese Sauce

In the same Dutch oven with the onion fond, melt the remaining 4 Tbsp butter over medium heat. Scrape up any browned bits from the bottom – that’s flavor.

Whisk in the flour and cook for 2-3 minutes to get rid of the raw flour taste.

Slowly whisk in the half and half. Bring to a gentle simmer and cook until thickened – it should coat the back of a spoon.

Stir in the dijon, nutmeg, and heavy cream. Remove from heat and whisk in the cheeses a handful at a time until smooth and completely melted.

Season with salt and pepper to taste.

Assemble and Bake

Fold the caramelized onions and cooked pasta into the cheese sauce. Mix well so everything’s coated.

Transfer to your prepared baking dish and top with the panko mixture.

Bake for 15-20 minutes until the panko is golden brown and the cheese is bubbling around the edges.

Let it rest for 5 minutes before serving – it’ll be molten hot straight from the oven.

French Onion Mac and Cheese

Most mac and cheese is pretty boring – this one actually has flavor. The caramelized onions take some time but they’re what make this worth making instead of the boxed stuff.
prep time30 minutes
cook time1 hour
resting or cooling time5 minutes
total time1 hour 35 minutes

Ingredients

Ingredients (~6-8 servings)

  • 12 oz short pasta, shells, elbows, cavatappi – whatever you have
  • 4 Tbsp unsalted butter, for onions
  • 2 tsp olive oil
  • 3 yellow onions, thinly sliced
  • 2 tsp minced fresh thyme
  • 2 Tbsp all-purpose flour
  • 1 1/2 tsp dijon mustard
  • 2 1/2 cups half and half
  • 1/3 cup heavy cream
  • 1/4 tsp freshly grated nutmeg
  • 4 oz white cheddar cheese, shredded by hand
  • 6 oz gruyere cheese, shredded by hand
  • Kosher salt and pepper to taste

Panko Topping

  • 2 Tbsp unsalted butter
  • 2 tsp chopped fresh thyme
  • 1/2 cup panko crumbs
  • Salt and pepper

Instructions

  • Melt butter and olive oil in Dutch oven. Add sliced onions, cook covered for 10 minutes.
  • Uncover, lower heat, add thyme. Caramelize onions for 40 minutes until golden brown.
  • In separate skillet, toast panko with butter and thyme until golden. Season and set aside.
  • Preheat oven to 425F. Butter 9×13 baking dish.
  • Boil pasta 2-3 minutes less than package directions. Drain and set aside.
  • In same Dutch oven, make roux with butter and flour. Whisk in half and half, simmer until thickened.
  • Add dijon, nutmeg, and cream. Remove from heat. Gradually melt in cheeses.
  • Fold caramelized onions and pasta into cheese sauce. Transfer to baking dish.
  • Top with panko mixture. Bake 15-20 minutes until golden and bubbling.
  • Rest 5 minutes before serving.

Notes

Use white cheddar and gruyere for best flavor. Caramelizing onions takes patience but adds depth.