Mother's Little Helper: Macaroni and Mushrooms and Cheese

Growing up, Thatdad did a lot of the cooking in my family.  Thatmom was off being Wonder Woman - working, teaching, going to school, and being a mom, and that meant her time was usually far more stretched than Thatdad.  And Thatdad grew up as a latchkey kid of a single working mother, so he was no stranger to the kitchen.  In fact, he taught Home Economics for a period, back when high schools still taught that sort of thing (ahhh the memories.  I was just talking to a bank teller about how I learned to balance a checkbook in school)

Which is not to say Thatmom didn't cook - because she did.  And there are certain foods that I will always associate with her.  Like one of my all time favorites- chili!  Or macaroni and cheese.  Thatdad didn't make macaroni and cheese.  He heated up a mean Stouffers (and I will always have a soft spot for that gooey, unevenly heated dish) but it was Thatmom's baked macaroni which set the standard for me. 

When I'm looking for a meal I can make and then reheat, like I've been doing the past week, macaroni and cheese rises to the surface.  It's a no brainer.  Especially with my new "no boil" method. 

Macaroni and Mushrooms and Cheese 

1/2 cup butter, divided
1/4 cup flour
3 cups milk
1 Tbsp kosher salt
1/2 tsp black pepper 

1 pound shells 

1/2 cup shredded Parmesan

2 cups shredded fontina

2 Tbsp olive oil

8 oz mushrooms, sliced

1 sprig thyme (leaves)

1 sprig rosemary (leaves)

3 Tbsp fresh basil, chiffonade

4 garlic cloves, chopped

1 cup panko

1.     Preheat oven to 400. Melt 1/4 cup butter in a large saucepan over medium-high heat.
2.     Whisk in the flour, whisking constantly, for 1 minute, until a bubbly paste forms.
3.     Whisk in milk and 3 cups water. Bring to a boil, reduce heat to a simmer, and cook, whisking often, until a very thin, glossy sauce forms, about 10 minutes.
4.     Stir in salt and pepper. Remove sauce from heat.

5.     In a large skillet, heat the olive oil over medium heat.  Add the mushrooms and cook, stirring often, until golden, about 5-8 minutes.  

6.    Add the thyme, rosemary, basil,  and half of the garlic.  Cook until fragrant, about 30 seconds.
7.    Toss pasta mushroom mix and parmesean, and 1 cup fontina in a large baking dish. Pour sauce over, submerging pasta.  Cover and bake about 20 minutes.
8.    Melt remaining 1/4 cup butter in a large skillet over medium heat. Add  remaining garlic and panko, toss to combine. Season with salt and pepper.
9.    Uncover the pasta and sprinkle with the remaining cheese and panko mixture.  Bake about 10 minutes longer, until top is golden brown.