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Sonoma Market

Sonoma, CA 95476
6 a.m. to 9:30 p.m.
(707) 996-3411
mac and cheese duxelle 5

Mac and Cheese with Bacon and Mushrooms

Prep time:
10 minutes
Cook time:
20 minutes
6-8 servings
2 out of 5

The best macaroni and cheese starts with the best dairy. Our pure, wholesome and creamy Fresh to Market Organic Vitamin D milk adds extra decadence to this classic comfort food.


  • 6 ounces bacon, small diced
  • 6 button mushrooms, small diced
  • ¼ cup flour
  • 6 cups Fresh to Market Organic Vitamin D Milk
  • ¼ teaspoon vinegar-based hot sauce
  • 1 teaspoon Worcestershire sauce
  • Salt to taste
  • 1½ pounds sharp white cheddar, shredded
  • 1 pound fusilli pasta
  • 1 cup bread crumbs
  • 2 tablespoons fresh thyme, chopped
  • 1 tablespoon butter, melted


Bring 4 quarts of water to a rapid boil in a large sauce pot. Heat oven to 375°F.

While water is heating, render bacon until just crisp in a medium sauce pot. Add mushrooms and cook until they begin to sizzle. Stir flour into the rendered bacon fat and cook for 1 minute on medium heat, stirring constantly. 

Add milk 1 cup at a time, stirring to incorporate fully before adding the next cup to avoid any lumps. Scrape the bottom of the pan to prevent scorching. Season the béchamel with hot sauce, Worcestershire sauce and salt. Bring to a simmer and cook for 5 minutes.

Meanwhile, add pasta to the boiling water. Cook according to the package instructions for al dente, then drain and hold warm.

After béchamel has simmered for 5 minutes, remove from heat and add the cheese. Stir continuously until all of the cheese has melted and the sauce is smooth and velvety. Do not boil once the cheese has been added as this will make the sauce grainy.

Toss the hot cooked pasta with the cheese sauce until all of the pasta is well coated. Transfer to a baking dish. Combine bread crumbs with thyme and melted butter, then spread mixture over the pasta. Bake for 15-20 minutes or until golden brown and bubbly.

  • mac and cheese duxelle 1
  • Mac and cheese Duxelle 2
  • mac and cheese duxelle 4
  • mac and cheese duxelle 5
  • mac and cheese duxelle 6