Baked Mushroom Mac ‘n’ Cheese

Preheat oven to 350 degrees F. Cook pasta according to package directions.

While pasta cooks, heat olive oil in large non-stick skillet over medium-high heat. Add a single layer of mushrooms and cook, without stirring, for about 5 minutes or until mushrooms become red-brown on one side. Flip mushrooms and cook about 5 minutes more, until other side is same color.

Melt butter in a large saucepan and stir in flour. Cook for a minute or two to slightly toast flour. Stir in salt and whisk in milk. Bring to a low boil over medium-high heat, stirring occasionally to slightly thicken sauce, for about five minutes. Remove from heat, whisk in cheeses and stir to melt. Stir in mushrooms and pasta and transfer to three-quart baking dish. Sprinkle with breadcrumbs.

Place dish on baking sheet and bake until cheese bubbles around the edges, about 30 minutes. Remove from oven and let rest for about five minutes. Serve warm.