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Preheat your oven to 375°F. Lightly grease a 9x13 inch baking dish or use a large oven-safe skillet/Dutch oven.

Cook the penne pasta according to package directions until al dente. Drain well and set aside.

In the prepared oven-safe skillet or a large pot, melt the unsalted butter over medium heat. Add the thinly sliced yellow onion and cook, stirring occasionally, until softened and translucent, about 8-10 minutes.

Add the minced garlic and sliced cremini mushrooms to the skillet. Cook for another 5-7 minutes, stirring occasionally, until the mushrooms are tender and have released their liquid.

Sprinkle the all-purpose flour over the onion and mushroom mixture. Cook, stirring constantly, for 1 minute to create a roux, ensuring the flour is fully incorporated.

Gradually whisk in the milk and chicken broth, stirring continuously until the sauce is smooth and begins to thicken.

Reduce the heat to low. Add the softened cream cheese cubes, stirring until completely melted and incorporated into the sauce. Season with salt and freshly ground black pepper.

Add the cooked penne pasta to the cheesy sauce in the skillet, tossing gently to combine thoroughly, ensuring all pasta is coated.

If not using an oven-safe skillet, transfer the pasta mixture to the greased 9x13 inch baking dish.

In a small bowl, combine the grated Parmesan cheese, panko breadcrumbs, and olive oil. Mix well.

Sprinkle the breadcrumb mixture evenly over the top of the pasta bake.

Bake for 20-25 minutes, or until the sauce is bubbly and the topping is golden brown and crispy.

Remove from oven and let stand for 5 minutes before serving to allow the sauce to set slightly.


Preheat your oven to 375°F. Lightly grease a 9x13 inch baking dish or use a large oven-safe skillet/Dutch oven.

Cook the penne pasta according to package directions until al dente. Drain well and set aside.

In the prepared oven-safe skillet or a large pot, melt the unsalted butter over medium heat. Add the thinly sliced yellow onion and cook, stirring occasionally, until softened and translucent, about 8-10 minutes.

Add the minced garlic and sliced cremini mushrooms to the skillet. Cook for another 5-7 minutes, stirring occasionally, until the mushrooms are tender and have released their liquid.

Sprinkle the all-purpose flour over the onion and mushroom mixture. Cook, stirring constantly, for 1 minute to create a roux, ensuring the flour is fully incorporated.

Gradually whisk in the milk and chicken broth, stirring continuously until the sauce is smooth and begins to thicken.

Reduce the heat to low. Add the softened cream cheese cubes, stirring until completely melted and incorporated into the sauce. Season with salt and freshly ground black pepper.

Add the cooked penne pasta to the cheesy sauce in the skillet, tossing gently to combine thoroughly, ensuring all pasta is coated.

If not using an oven-safe skillet, transfer the pasta mixture to the greased 9x13 inch baking dish.

In a small bowl, combine the grated Parmesan cheese, panko breadcrumbs, and olive oil. Mix well.

Sprinkle the breadcrumb mixture evenly over the top of the pasta bake.

Bake for 20-25 minutes, or until the sauce is bubbly and the topping is golden brown and crispy.

Remove from oven and let stand for 5 minutes before serving to allow the sauce to set slightly.
