*Note: This picture does not do the dish any justice.  I was too hungry to take a decent photo!*

Ok this is by far the most mouth watering, amazing, and flavorful macaroni and cheese ever.  I decided to make this while my husband was out of town, since he isn't a big fan of mac and cheese.  I intended to eat it for a about a week for lunch, but that did not happen.  I finished it in about two days!  All by myself! I was a bit upset with myself for eating like such a pig, but I just couldn't help it. The regular ol' mac and cheese that I make is definitely good, but this one doesn't even compare.  The sauteed mushrooms and herbs add so much flavor to this dish, which is great when cooking with something flavorless like fat free cheese.  The blend of cheeses worked very well too.  I was wary about substituting gruyere cheese for fat free swiss cheese, but the results were surprisingly good.  The bread crumbs on top also add a nice crunchiness to each bite. Overall, I was ecstatic with the results.  I cannot wait to make this again and this time I will have my husband try it as well.  I highly recommend this and think everyone should add it to their grocery list...now! :)

  • 1 lb of corkscrew pasta (or your mac and cheese favorite)
  • 2 tbsps of olive oil, divided
  • 1 lb of baby bella mushrooms, chopped
  • 1 shallot, minced
  • 3 gloves of garlic, minced
  • Salt and pepper to taste
  • 1 tbsp white wine vinegar
  • 3 tbsp all purpose flour
  • 2 tsp fresh basil, minced
  • 2 tsp fresh rosemary, minced
  • 2 tsp fresh thyme, minced
  • 2 cups 1% milk 
  • 6 oz of fat free american cheese (Lifetime)
  • 6 oz of fat free swiss cheese (Lifetime)
  • 1/4 - 1/2 cup of panko breadcrumbs, lightly toasted (I used Italian seasoned)

Preheat the oven to 400 degrees.  Meanwhile, cook the pasta according to the package directions, drain and set aside. Then, chop the shallot, mince the garlic and herbs, and shred the cheeses. Set aside all ingredients.  

Heat 1 tablespoon of olive oil in a large skillet.  Add the chopped mushrooms and saute until the mushrooms are tender, about 5-7 minutes.  Stir in the garlic and saute until fragrant, about 1 minute. Season the mixture with salt and pepper, add the white wine vinegar and set aside. 

Next, in a medium saucepan heat the other tablespoon of olive oil.  Whisk in the flour and make a paste.  Continue whisking the paste for a couple of minutes until it turns golden. Stir in the fresh herbs and continue whisking for about 1 minute, until they are fragrant. Pour in the milk and whisk constantly while the mixture simmers and thickens.  Finally, add the shredded cheese gradually, stirring constantly so that there are little or no clumps.  

Add the cooked pasta and mushroom mixture into the cheese sauce.  Stir really well to combine everything together evenly.  Pour the mixture into abaking dish coated with cooking spray.  Sprinkle the breadcrumbs on top and bake for 15-20 minutes.  Let it cool for 15-20 minutes before serving.  Enjoy! 
6/21/2010 10:59:37 pm

I made this last night and it was quite tasty. I used portabella mushrooms instead of baby bellas, substituted cheddar for the American cheese and added chopped baked boneless, skinless ckn breasts. Will definitely make again.

7/3/2010 09:05:04 am

Yummy! I like the idea of adding chicken to make it more filling. I'll try that next time! :)

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