Lemon, Basil, Mushroom, Bacon Stovetop Mac

Say that five times fast…

Lately I find myself craving comfort, in my waking moments, during the day, within my food. As a food blogger I suppose it’s perfectly acceptable to eat my feelings from time to time. There’s a lot going on in my life and the world right now. And because a mac n cheese post isn’t the time to go into all that, I’ll only say that I wish anyone out there reading this, all the love and positivity. Be kind to people. Be there for people. You never know just how you might impact someone’s day.

That being said, my current feelings come to you in the form of pasta, mushrooms, bacon, and copious amounts of cheese. They are accompanied by bright and zesty lemon, fragrant basil, and lots of garlic. Comfort food; it takes many shapes and forms for me. Most recently it came to me in the form of this lemony basil bacon mushroom mac n cheese.

I used a smoked gouda and white cheddar blend of cheeses for the béchamel—which I adapted from Chef John of Food Wishes. His classic recipe is a great place to start if you don’t have your own go-to version and it’s very easy to adapt as I’ve done today. I decided to make this a stovetop version, but because I like a crunchy topping on my mac I toasted some potato chips with basil and parmesan in the oven for serving.

This mac is full of flavor and the addition of the lemon and basil brighten up what is undeniably a heavy and indulgent meal. I love how the fresh flavors lift the rich creaminess of the gouda and cheddar. Simon and I polished this off with embarrassing speed and—as we always seem to—exclaimed that this, yes this was in fact the best mac n cheese I’ve made to date!

I did make this with a bit more than only my feelings in mind. With Game Day approaching this coming Sunday I wanted to offer up a crowd-pleasing recipe that could feed the football loving masses. Because this is a stove top mac you could easily make it into a mac n cheese bar situation leaving the mushrooms and bacon on the side along with all sorts of other add-ins for your guests to choose from. Steamed broccoli, grilled chicken, green onion, roasted jalapeño, grilled sausage, blackened corn, and so on and so forth. Get creative!

This way people can customize their feelings as they see fit. Ok, so maybe this was mostly just about feelings… Enjoy!

Lemon Basil, Mushroom, Bacon Stovetop Mac
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  1. For the Potato Chip Topping
  2. 2 cups lightly crushed potato chips
  3. ¼ cup grated parmesan cheese
  4. 2 Tbsp. minced basil
  5. For the Mushrooms
  6. Olive oil
  7. Salt and pepper
  8. 1 lb. crimini mushrooms, sliced
  9. 5 cloves garlic, minced
  10. For the Béchamel
  11. ¼ cup butter
  12. ¼ cup flour
  13. ¼ tsp. cayenne pepper
  14. ¼ tsp. white pepper
  15. 3 cups milk, divided
  16. Pinch fresh grated nutmeg
  17. 2 Tbsp. Lemon zest
  18. 1 tsp. salt
  19. 3 cups grated cheese (I used gouda and white cheddar)
  20. For the Mac
  21. 12 oz. cooked bacon, rough chopped
  22. 1 lb. pasta, cooked and drained
  23. ¾ cup chopped basil
  24. Fresh cracked black pepper for serving
  1. Make the Potato Chip Topping
  2. Preheat oven to 350°F.
  3. Place chips on a baking sheet in a single layer.
  4. Top with basil and parmesan and bake for about 8 minutes or until golden brown.
  5. Set aside until ready to serve.
  6. Make the Mushrooms
  7. Heat 2 Tbsp. olive oil in a large skillet over medium heat.
  8. Add in sliced mushrooms and garlic, sautéing until tender. About 3-5 minutes.
  9. Season with salt and pepper and set aside.
  10. Make the Béchamel
  11. In a large saucepan, heat butter on medium heat until it begins to sizzle.
  12. Whisk in flour to make a roux and cook for about 3-4 minutes until it is a light golden brown.
  13. Add cayenne and white pepper and cook another minute.
  14. Whisk in 1 cup milk, then whisk remaining 2 cups of milk. (Cold milk is the key to no lumps!)
  15. Add in salt, nutmeg, and lemon zest.
  16. Whisk frequently for about 7 minutes, the sauce will begin to simmer and start to thicken quite a bit. Do not allow to boil!
  17. Remove from heat and stir in three 3 cups grated cheese, mixing until completely melted.
  18. Assemble
  19. In a large pot or dish combine pasta, bacon, mushrooms, basil, and béchamel.
  20. Stir until well-combined.
  21. Sprinkle with potato chip topping right before serving to avoided soggy chips!
  22. Enjoy!
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2 Comment

  1. Edwina says: Reply

    Wow, I think this might just be the best version of Mac n Cheese I’ve ever seen. It looks so delicious. And comforting! I can’t wait to make it. I so wish I had some in front of me right now!!

    1. Christine says: Reply

      Hey there! Thank you! I love mac and cheese and I love coming up with ways to reinvent it! Playing with flavors is so much fun with a dish like this! Thanks for stopping by!

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