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Mac and Cheese with Caramelized Onions and Broccoli from The Food Charlatan

Healthier Mac and Cheese with Caramelized Onions and Broccoli

Caramelized onions add tons of flavor to this stove top mac and cheese! The sweet onions paired with the tender broccoli and sharp white cheddar is amazing!
Course Side Dish
Cuisine American
Prep Time 10 minutes
Cook Time 50 minutes
Total Time 1 hour
Servings 5 Servings
Calories 712kcal
Author Karen


For the onions:

  • 2 medium onions
  • 2-3 teaspoons olive oil
  • 1 dash salt
  • 1-2 teaspoons water to deglaze the pan

For the macaroni:

  • 2 quarts water
  • 1 tablespoon kosher salt for the pasta water
  • 2 & 1/2 cups macaroni shells I used the small ones
  • 2 heads fresh broccoli stemmed and cut into similar sized florets

For the cheese sauce:

  • 4 tablespoons butter
  • 3 tablespoons olive oil
  • 1/2 cup whole wheat flour
  • 1/2 teaspoon kosher salt or more to taste
  • pepper to taste
  • 1/4 teaspoon garlic powder
  • 2 teaspoons Dijon mustard
  • 3 dashes hot sauce I used Tobasco
  • 1 & 1/2 cups Blue Diamond Almond Breeze Almondmilk Original
  • 2 cups white cheddar cheese shredded & PACKED
  • 2 tablespoons heavy cream


  • Start by caramelizing the onions. Split 2 onions in half, then cut each half into 1/4 or 1/2 inch slices. (You don't want super skinny slices for caramelizing.)
  • Heat a large, high-sided skillet over medium heat. Add 2 teaspoons olive oil. When the oil is hot, add the sliced onions and saute for 8-10 minutes. Reduce the heat to medium low. Add a dash of salt over the onions.
  • Continue to cook for another 35-40 minutes at least, checking on them every 10 minutes. If the onions start to stick to the pan and look dry, add another teaspoon of oil. In the last 10 minutes, add 1 or 2 teaspoons of water to deglaze the pan. Scrape the pan to work up all the browned bits. When the onions are as brown and sweet as you like them, remove the onions to a small bowl and set aside (keep warm)
  • Meanwhile, cook the pasta. Bring 2 quarts of water to a boil over high heat. Add the tablespoon of salt.
  • When it is boiling, add the pasta. Bring it back up to a boil, stirring occasionally for about 4 minutes less than the lowest suggested cooking time.
  • Meanwhile, prepare the broccoli by chopping off the stems and cutting the florets into similar sizes.
  • When the pasta has 3 minutes left, add the chopped broccoli and put the lid on. Set a timer for 3 minutes and don't lift the lid!
  • Drain the pasta and broccoli together in a colander. If your cheese sauce isn't ready yet, drizzle the pasta with a little olive oil and stir, so they don't stick.

Make the cheese sauce. For this step, you can either do it in the pan that you caramelized the onions it (meaning you would have to wait til they were done.) Or just get out a new saucepan.

  • Melt the butter with 3 tablespoons olive oil over medium heat.
  • In a small bowl, combine flour, salt, pepper, and garlic powder. Whisk the mixture into the butter.
  • Add Dijon mustard and hot sauce. Stir for about 1 minute to get rid of the "flour taste."
  • Slowly pour in the Almond Breeze Almond Milk, Whisking it in as you go. Stir out all the lumps.
  • Add the white cheddar and stir it all together with a wooden spoon.
  • Add 2 tablespoons heavy cream to make it extra rich.
  • Add the cooked pasta, broccoli, and caramelized onions to the cheese sauce. Stir to coat.
  • Serve hot. I like to pair it with a big salad green salad to cut the richness.


Serving: 1cup | Calories: 712kcal | Carbohydrates: 70g | Protein: 27g | Fat: 38g | Saturated Fat: 18g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 15g | Trans Fat: 1g | Cholesterol: 80mg | Sodium: 715mg | Potassium: 1048mg | Fiber: 10g | Sugar: 8g | Vitamin A: 2339IU | Vitamin C: 221mg | Calcium: 472mg | Iron: 3mg