Caramelized Onion Macaroni and Cheese

Feel free to omit the pecans in this recipe. It will still taste fantastic.


Makes 8 to 10 servings

Recipe from

Southern Living

Recipe Time

Prep: 20 Minutes
Cook: 20 Minutes
Bake: 1 Hours
Stand: 10 Minutes


1 (8-oz.) package large elbow macaroni
2 tablespoons butter
2 large onions, thinly sliced
1 teaspoon sugar
1 (16-oz.) block white Cheddar cheese, shredded
1 cup (4 oz.) shredded Parmesan cheese
32 saltine crackers, finely crushed and divided
6 large eggs
4 cups milk
1 teaspoon salt
1/2 teaspoon pepper
2 tablespoons butter, melted
1/2 cup chopped pecans (optional)


1. Prepare macaroni according to package directions; drain and set aside.

2. Melt 2 Tbsp. butter in a large skillet over medium-high heat. Add sliced onions and 1 tsp. sugar. Cook, stirring often, 15 to 20 minutes or until onions are caramel-colored.

3. Layer half each of macaroni, onions, cheeses, and cracker crumbs in a lightly greased 13- x 9-inch baking dish. Layer with remaining macaroni, onions, and cheeses.

4. Whisk together eggs and next 3 ingredients; pour over macaroni mixture.

5. Stir together remaining cracker crumbs, melted butter, and, if desired, pecans. Sprinkle evenly over macaroni mixture.

6. Bake at 350° for 1 hour or until golden brown and set. Let stand 10 minutes before serving.

Kitty Forbes, Fort Valley, Georgia,

Southern Living

September 2006
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