Homemade Mac & Cheese with Mushrooms

1/2 cup butter

10 ounces sliced crimini or white mushrooms

1/4 cup flour

1 teaspoon dry mustard

1/4 teaspoon cayenne (optional)

2 cups milk

3 cups shredded cheese (cheddar, mozzarella, provolone, gouda or a mix)

1/2 pound elbow macaroni, cooked to al dente (not crunchy but not soft)

Salt and pepper

Heat oven to 400F. In a saucepan over medium heat, melt the butter. Add the mushrooms and sauté until wilted, about 5 minutes. Sprinkle with flour and spices and stir. Gradually stir in milk so lumps don’t form. Cook, stirring, until sauce is thickened and doesn’t taste like raw flour. 

Remove from the heat and gradually stir in 2 1/2 cups cheese until melted. Season with salt and pepper. Stir in macaroni, then spoon into a 9×9 baking dish. Sprinkle with remaining cheese and bake until cheese is melted, about 7 minutes.