With garlic brown butter breadcrumbs. Yes — that felt like a mouthful for the title.

I almost feel guilty.
Stuffing vegetables with mac and cheese? Or, as my dad jokingly put it, “stuffing fungus with mac and cheese”? It sounds absurd, but I’ll always count mushrooms as a vegetable — it helps me pretend I’m eating more greens.
Traditional mac and cheese fans might scoff, and I don’t blame them. I love classic mac and cheese, but I also love to twist it up and add unexpected things. I’m definitely not a purist.
Most of the time I make a ridiculous, generous batch of mac and cheese. That means leftovers, usually happily claimed by my husband for lunches or repeated dinners. But when he’s traveling and there’s still a pan of mac and cheese in the fridge, creativity needs to kick in.

The mac and cheese pictured here is actually my stovetop buffalo chicken shells recipe from a few weeks back. No, it didn’t sit in the fridge for weeks — just long enough to inspire this idea.
I stuffed portobello caps with leftover mac and cheese.
I was bored of serving mac as the same side dish over and over, and this version already had a specific flavor profile that made pairing difficult. A normal person might add steamed broccoli, but I’m a little wilder in the kitchen. I adore mushrooms — I’ll happily eat a plate of them — and since I had both mushrooms and leftover mac and cheese, the choice was obvious.
What followed was delightfully simple: hollow out big, juicy portobellos, cook them briefly in a sweet-and-tangy balsamic glaze with a touch of brown sugar, then stuff them with reheated mac and cheese and top with melty shredded cheese. Finish with garlicky browned-butter panko breadcrumbs, fresh herbs and sliced green onions for crunch and brightness.

This is the perfect “cop-out” recipe: it welcomes any leftover mac and cheese. The balsamic-browned-sugar skillet gently cooks the mushrooms and adds a savory-sweet base so each bite is balanced. And then there’s that bubbly, browned cheese melting into the mushroom cap — irresistible.
One of my clearest childhood memories is scraping the golden, crunchy baked cheese from the edges of a boxed mac; I even used to over-microwave to get it extra browned. There’s something about that toasted cheese edge that keeps dragging me back.
If you don’t have mac and cheese on hand, make a fresh batch tonight — try roasted vegetable mac, arugula pesto mac, beer cheese mac, blue cheese mac, butternut mac, or a four-cheese skillet — then use the leftovers to make these mushrooms the next day.
Make the mac tonight, the mushrooms tomorrow. It’s an easy, satisfying plan.


Mac + Cheese Stuffed Brown Sugar Balsamic Portobellos
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Ingredients
- 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 (your favorite)
- 1 green onion, sliced
- 2 tablespoons chopped fresh herbs
breadcrumbs
- 2 tablespoons unsalted butter
- 1 garlic clove, minced or pressed
- 1/3 cup seasoned panko bread crumbs
Instructions
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Preheat the oven to 400°F (200°C).
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Heat a large oven-safe skillet over medium heat and add the olive oil. Place the mushroom caps stem-side up and cook 3–4 minutes, then flip and cook another 3–4 minutes. Flip once more, add the balsamic vinegar and brown sugar, and stir the mushrooms to coat. Cook for another minute, then remove from heat.
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Spoon about 1/2 cup of mac and cheese into each mushroom cap (it’s fine to use it cold from the fridge). Sprinkle extra grated cheese on top and transfer the skillet to the oven until the filling is warmed through and the cheese is melted, about 10–15 minutes. While the mushrooms bake, prepare the breadcrumbs. Remove mushrooms from the oven and top with the breadcrumbs, chopped herbs and sliced green onions. Serve immediately.
breadcrumbs
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Melt the butter in a small saucepan over medium heat and whisk constantly. When tiny brown bits form on the bottom and the aroma turns nutty, remove from heat and continue whisking for 30 seconds. Let the butter rest for 2 minutes, then stir in the minced garlic. Add the panko and toss to coat. Set aside until ready to top the mushrooms.
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You could, of course, chop the cooked mushrooms and stir them into the pasta for a different presentation, but where’s the fun in that? I prefer to keep things delightfully complicated.