French Onion Mac and Cheese combines elbow macaroni and sweet caramelized onions in a creamy Gruyère cheese sauce, all topped with buttered toasted panko breadcrumbs. You are going to love this unique, creamy, and flavorful mac and cheese.

If your family is anything like mine, then they love mac and cheese and caramelized onions. This is the best of both worlds, combining the creamy cheesy goodness with the sweet, nutty, savory flavor of slow-cooked onions.
Ingredient Notes and Substitutions
See the complete list of ingredients on the recipe card below.
- Onions: Use sweet yellow or Vidalia onions.
- Butter: Salted or unsalted. If using salted butter, cut back on the amount of added salt. There is about ¼ teaspoon of salt in a stick of butter.
- Elbows: I like to use the large elbows, but many short pasta shapes work with this recipe, including shells, penne, corkscrew, and cellentani.
- Beef broth: Preferably low-sodium.
- Milk: Whole milk for the creamiest texture
- Gruyèreeeere cheese: A smooth, melting Swiss Cheese with fewer, smaller eyes than Swiss cheese. If it is not available, you can substitute Emmental or Fontina.
- Topping: Toasted panko breadcrumbs, toasted croutons, or Ritz Everything Crackers.

How To Make French Onion Mac and Cheese
This is a summary version; for the complete list of ingredients and instructions, please refer to the recipe card below.
- Caramelize the onions in butter and olive oil in a large skillet over medium-low heat. Remove ½ of the caramelized onions.
- Cook the pasta al dente and drain well.
- Melt a little butter in a skillet. Add the breadcrumbs and brown for a few minutes, over low heat. Add the garlic and cook for a minute.
- Reduce the heat to low on the onions. Sprinkle them with flour and cook for a couple of minutes.
- Slowly add the milk and cook until slightly thickened. Slowly stir in the shredded cheese until melted and smooth. Stir in the cooked pasta.
- Top with the reserved caramelized onions and toasted panko breadcrumbs. Bake for 15-20 minutes.


Preparation Tips for Success
- Caramelizing onions takes time over low to medium heat. It can take up to 45 minutes.
- Be careful not to overcook the pasta. Cook it al dente and drain well. When in doubt, drain it a minute earlier rather than a minute later.
- Cook the onion and flour mixture for 2 minutes to avoid a pasty, floury taste. Stir constantly so the flour does not burn.
- Bake the mac and cheese for only 15-20 minutes, so the pasta stays saucy and cheesy.

More Pasta Recipes

French Onion Mac and Cheese
Ingredients
French Onion Mac and Cheese
- 4 large yellow onions, sliced in half and thinly sliced
- 2 tablespoons butter
- 2 tablespoons olive oil
- 16 ounces large elbows
- 3 tablespoons all-purpose flour
- 2½ cups whole milk
- 14 ounces Gruyere cheese, shredded
- kosher salt to taste
- freshly ground black pepper to taste
Crumb Topping
- 1½ tablespoons butter, unsalted or salted
- ¾ cup Panko breadcrumbs
- 2 cloves garlic, minced
Instructions
- Heat the butter and olive oil in a large ovenproof skillet over medium-low heat. Add the onions and cook for about 45-60 minutes, stirring every few minutes, until they turn rich golden brown. If they are browning too fast, reduce the heat. Reserve half the caramelized onions.
- Meanwhile, bring a large pot of salted water to a boil. Cook the pasta al dente and drain well.
- Melt 1½ tablespoons butter in a skillet over medium-low heat. Add the breadcrumbs and brown for 2-3 minutes, shaking the pan frequently. Add the garlic and cook for 1-2 minutes. Remove the pan from the heat and shake it a couple more times while the pan is hot.
- Preheat the oven to 375 degrees.
- Reduce the heat to low on the skillet with the caramelized onions. Sprinkle them with flour and cook for 2 minutes while stirring.
- Slowly add the milk and cook until slightly thickened. Slowly stir in the shredded cheese until melted and smooth. Stir in the cooked pasta. Season with salt and freshly ground black pepper to taste.
- Top with the reserved caramelized onions and the panko breadcrumb mixture. Bake for 15-20 minutes.
Notes
- Store leftovers in an airtight container in the refrigerator for up to 3 days.
- Reheat in the microwave at reduced power for short increments until warm.














Claire
This was a great change from our usual pasta recipes! Thanks so much for sharing the recipe and all the helpful tips. I honestly had no idea caramelizing onions takes that long, but it’s worth the extra time for all that flavor. I can’t wait to make this again! Job well done!
Beth Pierce
Thank you, Claire!
Catalina
Tried this recipe tonight and everyone wanted seconds. Rich, cheesy, and full of deep savory flavor!
Beth Pierce
So happy that everyone loved the mac and cheese.
Amber
Oh yes please. I love mac and cheese, and this flavor was amazing! I can’t wait to make it again. Thanks for the recipe, Beth!
Beth Pierce
My pleasure, Amber!
Lisa
This is such a unique twist on classic mac and cheese! I have never thought about combining French onion flavors with a creamy cheese sauce, but it was absolutely delicious. The caramelized onions and Gruyère cheese add so much rich flavor, and that buttery panko topping was the perfect finishing touch.
Angie
I absolutely love this combo of flavors! French onion, soup, and mac & cheese are to my favorite things and combined together is perfect. Can’t wait to make it again!!
Beth Pierce
Thanks, Angie! We love it too!
Mimi
This was pure comfort food! I loved how the caramelized onion flavor blended with the creamy cheese sauce. My whole family loved it!
Beth Pierce
So glad that they did!
Lora
Ohhhh my goodness…this mac and cheese with the delicious caramelized onions and creamy Gruyère cheese sauce is now my favorite way to make mac & cheese!!
Beth Pierce
Thank you, Lora! We love it too!
Alejandra
I love caramelized onion on everything, so I had to try this recipe. It’s soooo delicious!
Beth Pierce
So glad that you liked it, Alejandra!
Ben
Holy cow, this is amazing. It’s one of the best mash-up recipes I’ve made in a while.
Terri
Om my GAWD. This is mac and cheese on steroids! I have never had such a rich, flavorful version before.
Beth Pierce
Thanks, Terri!