If you’re a fan of rich, flavorful comfort food, you’re in for a treat with this Smokey Bison Mac & Cheese with a Gourmet Twist. Inspired by Cooking with Freddie’s Southern Style Mac N Cheese, I made a few tweaks to create this version—and let me tell you, it turned out amazing! My picky eater even asked for seconds (sans onions and mushrooms), and the adults couldn’t stop raving about the extra flavor layers.

This dish brings together smoky bison, a creamy cheese sauce with a hint of garlic, and optional caramelized onions and mushrooms, all topped with a crispy, buttery panko crust. The balance of flavors and textures is out of this world, and while we usually lean towards healthier meals, this one was worth every indulgent bite.

Ingredients

Pasta:

16 oz elbow macaroni
2 cubes chicken bouillon
2 tablespoons butter

Cheese Sauce:

4 tablespoons butter
3 tablespoons all-purpose flour
2 cups whole milk
4 oz Velveeta, cubed
1 ½ handfuls smoked Gouda, shredded
1 ½ handfuls sharp cheddar, shredded
1 bag (8 oz) Mexican cheese blend
1 clove garlic, minced
1 teaspoon salt
1/4 teaspoon black pepper
1 teaspoon cayenne pepper
1 teaspoon paprika
2 teaspoons garlic powder
2 teaspoons onion powder
2 teaspoons Badia Complete seasoning
2 tablespoons sour cream
1/2 cup whole milk (adjust consistency)

Bison Filling:

1 lb ground bison
1 clove garlic, minced
1 teaspoon garlic powder
1 teaspoon onion powder
1 teaspoon paprika
1/2 teaspoon cayenne pepper
Worcestershire sauce, to taste
Salt and pepper, to taste

Optional Topping (Onions & Mushrooms):

4 onions, thinly sliced
16 oz white mushrooms, sliced
1 clove garlic, minced
2 tablespoons balsamic vinegar
Salt, pepper, cayenne pepper, paprika, and a pinch of sugar to taste
Panko bread crumbs

Additional Topping:

Remaining shredded smoked Gouda and sharp cheddar

Panko Topping:

1/2 cup panko bread crumbs
2 tablespoons butter, melted

Instructions

1. Cook Pasta & Bison Simultaneously:
Start by boiling 12 cups of water with bouillon cubes in a large pot for the pasta. Cook the macaroni until al dente, drain, and toss with 2 tablespoons of butter to prevent sticking.
While the pasta is cooking, heat a large skillet over medium heat and cook the ground bison. Add minced garlic, seasonings (garlic powder, onion powder, paprika, cayenne, salt, and pepper), and Worcestershire sauce. Once browned, set the bison aside.

2. Prepare Cheese Sauce Using the Hot Noodle Pot:
After draining the pasta, use the same hot pot to make the cheese sauce. Melt 4 tablespoons of butter over medium heat. Whisk in the flour and cook for 2-3 minutes, stirring constantly, until the roux becomes fragrant and slightly golden. Gradually whisk in the milk, stirring constantly, until the sauce is smooth and thickened.
Reduce heat to low and add the cubed Velveeta, 1 ½ handfuls each of shredded Gouda and cheddar, Mexican cheese blend, minced garlic, salt, black pepper, cayenne pepper, paprika, garlic powder, and onion powder. Stir constantly until the cheese is melted and the sauce is smooth and creamy.
Remove from heat and stir in sour cream, additional milk, and Badia seasoning.

3. Prepare Topping (Onions & Mushrooms):
Deglaze the bison skillet with balsamic vinegar, scraping up any browned bits from the bottom. Add sliced onions, minced garlic, cayenne pepper, paprika, a pinch of sugar, salt, and pepper. Cook over medium-low heat, stirring occasionally, until the onions soften and start to caramelize.
Add sliced mushrooms and continue cooking, stirring frequently, until the mushrooms release their moisture and start to brown.
Reduce heat to low and cook, stirring occasionally, until the onions are deeply caramelized and the mushrooms are tender (this may take 30-45 minutes). Set aside to use topping as you desire.

4. Assemble & Bake (First Round):
Preheat oven to 350°F.
In a large bowl, combine the cooked pasta, bison mixture, and cheese sauce. Mix well and pour the mixture into a greased 9×13 inch baking dish.
Cover with foil and bake for 20 minutes.

5. Add Panko & Cheese, Bake Again:
Remove the baking dish from the oven and uncover. Top with the remaining shredded Gouda and cheddar cheese.
Melt 2 tablespoons of butter and toss with 1/2 cup of panko bread crumbs. Sprinkle the panko mixture evenly over the cheese.
Bake uncovered until the panko is golden brown and the cheese is melted and bubbly, about 15-20 minutes more. If desired, broil for the last few minutes for extra browning.

6. Let Cool & Serve:
Remove from the oven and let cool for a few minutes before serving. Top with the caramelized onions and mushrooms if using. Enjoy your delicious Smokey Bison Mac & Cheese with a Gourmet Twist!

Tips & Substitutions:

Pasta: You can use any type of short pasta you like, such as penne, rotini, or shells.
Cheese: Feel free to experiment with different cheese combinations. Just make sure to include at least one melting cheese like Gouda or cheddar for a creamy sauce.
Bison: If bison is unavailable, you can substitute ground beef or another ground meat of your choice.
Spices: Adjust the amount of cayenne pepper to control the heat level. You can also add other spices like chili powder or cumin for additional flavor.
Topping: If you don’t have panko, you can use crushed crackers or bread crumbs. The caramelized onions and mushrooms are optional but highly recommended for an extra burst of flavor.

A Twist on a Classic

This recipe is an evolution of my Southern-Style Mac & Cheese with Panko Crust and Caramelized Onions, which you can check out here. The original was inspired by Cooking with Freddie’s mac and cheese, but I added my own touches, like caramelized onions, panko, and a bit of extra spice.

The result? A hit for the whole family! Even my son, who skipped the onions and mushrooms, couldn’t resist this cheesy goodness. While I forgot to add the sour cream this round, it still came out delicious, with a perfect crunch from the panko and cheese topping.

Although it’s not a dish we’ll have all the time, this version of mac and cheese is so indulgent that when we do, it’s always a celebration. If you give it a try—or put your own spin on it—let me know how it turns out!

I’ll be sharing a photo of this gorgeous dish along with this blog post—stay tuned for more recipe adventures. And don’t forget to check out my video from the previous recipe here: Southern-Style Mac & Cheese Video.