With garlic brown butter breadcrumbs. Yes. That was just way too much to throw up there in the title.

 Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos I howsweetetas.com

I feel like I’m sort of committing a crime.

Stuffing something with mac and cheese?

Stuffing a vegetable with mac and cheese? Or, in my dad’s words, stuffing fungus with mac and cheese? That just sounds horrific though and I will forever classify a mushroom as a veg because it means I eat more than, like, three vegetables.

Mac and cheese purists probably want to punch me in the face.

I think it’s a proven fact that I’m a massive mac and cheese fan, but with all the crap I mix into my mac and cheese versions and with how much I trash the classic casserole up, I’m not really sure that I can be considered a mac and cheese purist.

But here’s the thing – I usually make a nice-sized portion of mac and cheese (read: obnoxiously American) and that just means that there is always a lot leftover.

Usually, I can pawn it off on my husband. He will take it for lunches with some chicken and green beans or have it as his sixth or seventh or whatever millionth meal of the day. But he also travels quite and bit and, well… that was my predicament this day.

 Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos I howsweetetas.com

The mac and cheese you see in these photos is actually the stovetop buffalo chicken shells that I made a few weeks ago. No… it hasn’t been sitting in my fridge all this time (however I do find some freaky stuff occasionally wedged into the corners of my overflowing refrigerator), but near the end of it’s run, I did this with it.

I stuffed some mushrooms with it.

I was bored. Mac and cheese had been a side dish at one too many meals and since it was so specifically flavored, I couldn’t really think of anything else I could mix it with. A normal person would probably just throw in some steamed broccoli buuuuuut… I am far from normal. I mean, in the boring sense I am completely normal but in the food sense I am wacky.

And I have this nutso love for mushrooms (like can find myself actually eating them as a meal), and I had mushrooms… and I had mac and cheese… and and and… this.

It happened.

This is essentially one big cop out recipe because you can really use any old leftover mac and cheese. And since you are cooking these gorgeous, juicy portobellos in balsamic with a hint of brown sugar, you still get all the creamy comforting goodness of the mac and cheese. And that bubbly cheese. Oh that freaking bubbly cheese.

 Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos I howsweetetas.com

One of my most memorable childhood moments: constantly eating the golden, burnt and bubbly cheese off the stouffer’s microwaved macaroni plastic tray. And like, actually microwaving it for longer that it called for in hopes of getting some burnt cheese.

If you’re fresh out of mac and cheese ideas, you should probably make some of this roasted vegetable mac or this arugula pesto mac for dinner tonight. Or how about this beer cheese mac or blue cheese mac or butternut mac or this FOUR cheese mac? Make one for dinner tonight, serve it with some chicken or something.

Make these for dinner tomorrow.

Life is easy.

 Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos I howsweetetas.com

Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos

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  • 4 large portobello mushroom caps, stems removed
  • 2 tablespoons olive oil
  • 2 tablespoons balsamic vinegar
  • 1/2 tablespoon brown sugar
  • 2 cups leftover macaroni and cheese
  • 2 ounces freshly grated cheese, whatever kind you love
  • 1 green onion, sliced
  • 2 tablespoons chopped fresh herbs



  • Preheat oven to 400 degrees F.
  • Heat a large oven-safe skillet over medium heat. Add in the olive oil. Add the mushrooms stem side up and cook for 3 to 4 minutes. Flip and cook for 3 to 4 minutes more. Flip the mushrooms again and add in the vinegar and brown sugar, moving the mushrooms around to coat evenly. Cook for another minute, then turn off the heat.
  • Scoop a half cup or so of mac and cheese (it can be right from the fridge) into each mushroom cap. Add a little extra grated cheese on top. Place in the oven until warm and the cheese is melted, about 10-15 minutes. Make the breadcrumbs while the mushrooms are cooking, then remove the mushrooms and cover them with the breadcrumbs, herbs and green onions. Serve immediately!


  • Add butter to a small saucepan over medium heat and whisk constantly while it bubbles. The minute brown bits begin to form on the bottom of the pan, remove from heat and whisk for an additional 30 seconds. (for more step by step photos of browning butter, click here) Let butter stand for 2 minutes, then add in minced garlic and whisk. Add in panko and stir well to coat and combine. Set aside.

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 Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos I howsweetetas.com

I guess you could also chop these mushrooms up and throw them in the pasta… but I must complicate things.