That Spicy Chick

XO Sauce Mac and Cheese

Buttery succulent shrimp, perfectly cooked pasta, a smoky and spicy XO sauce infused four cheese sauce, fragrant Thai sweet basil and the BEST crunchy and spicy XO sauce breadcrumbs topping come together to make this showstopping XO Sauce Mac and Cheese! It’s easy to make, incredibly tasty, and guaranteed to impress and please!

Friends, I adore a good mac and cheese. But right now I’m absolutely smitten by, in love with, and cannot stop singing the praises about this OUT OF THIS WORLD and OMG-delicious XO Sauce Mac and Cheese with Shrimp!

We have:

  • Juicy buttery succulent shrimp.
  • Perfectly cooked pipe rigate pasta.
  • A smoky and spicy XO sauce (the King of Cantonese condiments) infused silky cheese sauce made with savory and nutty Gouda, Gruyère, Parmigiano Reggiano, and cheesy mozzarella.
  • Fragrant Thai sweet basil. (But you can use Italian basil too.)
  • And an OOMPH-outloud-worthy XO sauce crispy and crunchy breadcrumbs topping!

Not only do we have a winning flavor combo with textural contrast, this dish wins on the point of ease to make too!

You cook the shrimp in butter separately first and also cook the pasta. Then whip up the creamy XO sauce cheese sauce. Combine the cooked shrimp, pasta, and basil with the sauce.

Transfer everything to a baking dish and sprinkle with the EPIC breadcrumbs topping. Then off to the broiler it goes for a few brief minutes to get that AMAZING topping to become a deep shade of golden brown and irresistibly crunchy!

I’m telling you friends, this XO sauce Mac and Cheese is to die for! Every bite is so ridiculously tasty and flavorful and it’s guaranteed to impress you, your family and friends!

Closeup of shrimp mac and cheese in a plate with a spoon.

Why This Recipe Works

  • Quick and easy! It doesn’t require a lot of effort or time and is ready in just 35 minutes!
  • Umami EXPLOSION!! This dish is an umami bomb thanks to savory and spicy XO sauce and the plump, juicy, buttery and naturally sweet shrimp in the rich cheese sauce.
  • Fresh Thai sweet basil infuses the smoky and spicy cheese sauce with an intoxicatingly fragrant aroma and spicy licorice and anise-y herbal flavors.
  • Customizable heat level. You can use less or more of the spicy ingredients to make a milder or spicier mac and cheese. It’ll taste magnificent either way!
  • Great for any occasion. It’s simple enough to make on a treat-yourself-weeknight-in, but fancy enough for holiday gatherings, Valentine’s Day, or dinner parties!

Ingredients Notes

Labeled ingredients for XO Sauce Mac and Cheese on wooden board.
XO sauce in glass bowl.
  • Pasta: I used dried pipe rigate, but any dried short-cut pasta shape like penne, macaroni, farfalle, cavatappi, Galletti n°44 etc. will work.
  • Shrimp: Or use prawns. I’ve called for peeled and deveined shrimp in this recipe. If yours aren’t already peeled and deveined, use double the amount indicated.
  • XO Sauce: This umami BOMB condiment that is the star ingredient in this mac and cheese hails from Hong Kong. It’s full of amazing savory and spicy flavors! It’s made with chili peppers, shallots, garlic, dried seafood (usually dried shrimp and scallop, but sometimes abalone too), and Jinhua pork/ham. While there are several brands that produce XO sauce, Lee Kum Kee’s XO sauce is the one that’s most widely available outside of Hong Kong. I (obviously) use their extra hot XO Sauce, but they have a regular XO sauce which is milder and great too. Find it in an Asian supermarket. If you prefer, you can use a homemade XO sauce instead.
  • Asian Red Shallots: Or use regular shallots or French eschalots if you don’t have them on hand. Yellow onion would work in a pinch too.
  • Fresh Red Chilies: As we know, I love my food hot and spicy so I sautéed a few Thai Bird’s Eye red chilies along with the garlic and shallots. However, if you are not big on heat, simply use less or leave them out to make this dish milder.
  • Double Concentrated Tomato Paste: It’s indistinguishable in the final dish but adds subtle tomato-y tangy flavors and a hint of sweetness to the sauce.
  • Crushed Red Pepper Flakes & Ground Cayenne: To add extra heat to the sauce. Use less or more (or omit) based on your heat level preference.
  • Smoked Paprika: For additional smoky notes. I used a hot one, but a sweet smoked paprika can be used instead too.
  • Cheeses: I’ve used a winning combination of Gouda for savory rich nutty flavors, Gruyère and Parmigiano Reggiano for savory-nutty flavors, and mozzarella for its cheesy richness. You can even use smoked Gouda or Gruyère for extra smoky notes or any other melty cheeses that you love. The one thing I insist on is using freshly grated cheese. The bagged pre-shredded cheese at the supermarkets have anti-caking agents and that makes it hard for it to melt into the creamy sauce. That’s why I always recommend buying blocks of cheese and grating it at home yourself. Plus, the flavors of the cheeses are so MUCH better when freshly grated!
  • Thai Sweet Basil: While this beautiful spicy licorice and anise-y flavored herb tastes amazing in Thai dishes like Thai curries and stir-fries, it also amplifies and compliments the umami notes in any dish with XO sauce. (As evident in my flavor-packed XO sauce pasta with Pork and burst cherry tomatoes.) Look for Thai sweet basil in a Thai or Asian grocery store. Alternatively, use regular Italian basil leaves and this XO sauce mac and cheese will still taste great!
  • Panko Breadcrumbs: Soft Japanese Panko breadcrumbs is widely available these days. You should be able to find it in your regular supermarket. If not, look for it in an Asian supermarket.
Labeled freshly grated cheeses in measuring cups.

Full ingredient list and amounts are in the recipe card below.

Front view of mac and cheese with shrimp in plate and dish.

How to Make XO Sauce Mac and Cheese

1. Cook the pasta. In a pot of boiling salted water. Drain and run cold water over the pasta to stop the cooking process and prevent sticking.

Cooked pasta in a colander.

2. Cook the shrimp. Season the shrimp with kosher salt and black pepper. Cook both sides in unsalted butter in a large deep sauté pan until just cooked through. Keep in mind that they will cook a little again in the oven so be careful not to overcook in the pan at this stage. Transfer to a bowl and set aside.

3. Sauté shallots and aromatics. Melt the remaining unsalted butter in the same pan and sauté the shallots for a minute, followed by the garlic and red chilies until fragrant.

4. Stir in the flour and tomato paste. Cook until no white specks remain.

5. Slowly pour in the milk while stirring. Keep stirring until everything in the pan is combined well and the aromatics aren’t clumping together.

Process steps to cook shrimp and make cheese sauce in pan.

6. Stir in all of the spices and seasonings and the XO sauce. Bring the sauce up to a gentle simmer.

7. Add cheeses. Stir in the grated cheeses, one handful at a time, making sure that it has fully melted and integrated with the sauce before adding the next handful.

8. Add the pasta and shrimp. Switch off the heat before you add them to the pan. Mix well until everything is coated in the sauce.

9. Stir through sliced Thai sweet basil.

Final process steps to make XO Sauce mac and cheese in pan.

10. Transfer the mac and cheese to a large baking dish. A 9×13-inch or two 7×9-inch baking dishes will work.

Mac and cheese with shrimp in ovenproof dish.

11. Sprinkle with the XO sauce breadcrumbs topping. Combine all the ingredients for the XO sauce breadcrumbs topping in a small measuring cup or bowl. Sprinkle evenly over the mac and cheese.

Top view of mac and cheese with unbaked breadcrumbs topping in dish.

12. Broil. For a few brief minutes until the breadcrumbs topping is crisp and golden brown. Watch closely so that the topping doesn’t burn. Transfer to a cooling rack and allow to rest for a few minutes.

Closeup front view of baked mac and cheese with breadcrumbs in dish.

Serve! Garnish with more sliced Thai sweet basil. Serve immediately and enjoy!

Top view of mac and cheese with crunchy breadcrumbs topping in dish.

Full detailed instructions are in the recipe card below.

Top view of mac and cheese with shrimp and breadcrumbs topping on a plate.

Cook’s Tips

  • Don’t overcook the shrimp. You will be broiling the mac and cheese dish so don’t overcook them in the pan or they will become hard and rubbery after their stint in the oven.
  • Avoid using tiny shrimp. Size 31/40 (that is, 31-40 pieces per pound of shrimp) works well. Smaller sized shrimp will not be as wonderfully plump and juicy.
  • Don’t overcook the pasta. We want to undercook it by 2 minutes so that it’s just shy of al-dente. Mushy pasta is not a fun mouthfeel.
  • Watch the dish closely when broiling. The topping will get brown and crisp very quickly under the broiler. Remove the dish from the oven before the topping starts to burn.
  • Make ahead tips. This XO sauce mac and cheese dish is actually pretty quick to make with minimal chopping. However, if you’d like to save a little time, you can chop the shallots, garlic, chilies, and basil in advance and store overnight in sealed airtight containers in the fridge. You can also grate the cheeses and cover and store in the fridge a few hours in advance.
Top view of mac and cheese with shrimp in a plate with a spoon and dish.

FAQs

Does milk make mac and cheese creamier?

When milk is combined with butter and flour, a rich and creamy sauce forms. It is the backbone for the creamy cheese sauce in this XO sauce mac and cheese.

How to store XO sauce?

Once the jar has been opened, seal tightly and store in the refrigerator. If making a homemade XO sauce, cool completely then store in a sealed airtight container in the refrigerator.

Where to use XO sauce?

XO sauce can be used on top of grilled meats, seafood, vegetables, or in noodles and fried rice dishes. It’s great as a condiment to go with already cooked dishes, but is also a fantastic cooking ingredient. Try my XO Sauce Pasta with Pork & Burst Cherry Tomatoes or XO Sauce Fried Rice with Char Siu Pork and Shrimp! It also tastes great in stir-fries too like XO Sauce Chicken & Chinese Broccoli Stir-fry.

Is XO sauce halal?

XO sauce contains pork in the form of dried Chinese Jinhua ham and is therefore not halal.

Plate and diagonally placed dish with mac and cheese. Text overlay "XO Sauce Mac and Cheese with Juicy Shrimp" and "thatspicychick.com".

More Mac and Cheese Recipes

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Closeup of shrimp mac and cheese in a plate with a spoon.

XO Sauce Mac and Cheese

Buttery succulent shrimp, perfectly cooked pasta, a smoky and spicy XO sauce infused four cheese sauce, fragrant Thai sweet basil and the BEST crunchy and spicy XO sauce breadcrumbs topping come together to make this showstopping XO Sauce Mac and Cheese!

  • Author: Lavina
  • Prep Time: 15
  • Cook Time: 20
  • Total Time: 35 minutes
  • Yield: 6 1x
  • Category: Dinner
  • Method: Broil
  • Cuisine: Asian-inspired
Scale

Ingredients

For the Shrimp:

  • 340 grams / 12 ounces peeled and deveined Shrimp (or Prawns – size 31/40) – thawed if using frozen, rinsed and pat-dried
  • ¼½ TSP Kosher Salt, to taste
  • ¼ TSP freshly cracked Black Pepper, to taste
  • 1.5 TBLS Unsalted Butter, for cooking

For the XO Sauce Mac and Cheese

  • 4 Asian Red Shallots (or regular shallots) – minced
  • 6 Garlic cloves – minced
  • 212 Red Chilies (I used Bird’s Eye, but any small hot red chilies will work), to taste – finely chopped
  • 1.5 cups Thai Sweet Basil Leaves (or Italian basil) – thinly sliced
  • 1 TSP Kosher Salt, to taste
  • 1 TSP freshly cracked Black Pepper, to taste
  • ½ TSP Garlic Powder
  • ½1.5 TSP Crushed Red Pepper Chili Flakes, to taste
  • ½1.5 TSP Ground Cayenne, to taste
  • 1.5 TSP Smoked Paprika (hot or sweet)
  • ½ TSP Dried Thyme
  • ½ TSP Dried Mint Flakes
  • ¾ cup / 45 grams freshly grated Gouda Cheese
  • ¾ cup / 71 grams freshly grated Gruyère Cheese
  • ½ cup / 60 grams freshly grated Mozzarella Cheese
  • ¾ cup / 57 grams freshly grated Parmigiano Reggiano Cheese (or Parmesan)
  • 12 ounces / 340 grams uncooked Short-cut Pasta (I used Pipe Rigate, but any short-cut pasta will work)
  • 2 TBLS Unsalted Butter
  • 3 TBLS / 24 grams Unbleached White All-Purpose Flour
  • 3 cups / 710ml Whole Milk
  • ¼ cup / 58 grams XO Sauce (I used Lee Kum Kee Extra Hot XO Saucesee notes*)
  • 2 TBLS Double Concentrated Tomato Paste

For the XO Sauce Breadcrumbs Topping:

  • ½ cup / 34 grams Panko Breadcrumbs
  • 1 TBLS XO Sauce
  • ½ TBLS Chili Oil from the XO Sauce Jar (or melted unsalted butter for a milder topping)

Instructions

Prep:

  1. Prepare the fresh ingredients: Chop/slice the Asian red shallots, garlic, red chilies, and Thai sweet basil leaves as indicated in the ‘ingredients’ section.
  2. Combine spices and seasonings: For the mac and cheese, combine all of the spices in a small bowl – the kosher salt, freshly cracked black pepper, garlic powder, crushed red pepper flakes, ground cayenne, smoked paprika, dried thyme, and dried mint flakes. Cover and set aside.
  3. Grate the cheeses: Grate the Gouda, Gruyère, mozzarella, and Parmigiano Reggiano cheeses using a box grater. Combine ¼ cup each of the mozzarella and Parmigiano Reggiano cheese in a small measuring cup and reserve separately for the breadcrumbs topping. Combine the remaining cheeses (3/4 cup Gruyère, ½ cup Gouda, ¼ cup mozzarella, and ½ cup Parmigiano Reggiano) for the mac and cheese sauce in a large measuring cup or bowl for the mac and cheese and set aside.

For the XO Sauce Mac and Cheese with Shrimp:

  1. Cook the pasta: Cook the pasta 2 minutes shy of the time indicated on the package in a large pot of boiling salted water. Drain into a colander. Run cold water over the pasta to halt the cooking process and prevent sticking.
  2. Cook the shrimp: Rinse the shrimp thoroughly and pat-dry with paper towels. Place on a large plate and season with kosher salt and freshly cracked black pepper to taste. Heat 1.5 tablespoons unsalted butter in a large deep sauté pan over medium-high heat. Once melted and frothing, add the shrimp in an even layer and cook for a minute undisturbed. Then flip the pieces over and cook the other side for another minute or until pink and just cooked through. Transfer to a clean bowl and set aside.
  3. Preheat oven: Preheat broiler on high (or the oven grill setting).
  4. Sauté shallots and aromatics: Heat the remaining 2 tablespoons of unsalted butter in the same pan used to cook the shrimp over medium-high heat. Once melted and frothing, add the shallots and sauté for a minute until slightly softened. Add the garlic and red chilies and sauté for 30 seconds until fragrant.
  5. Build the cream sauce: Mix in the all-purpose flour and tomato paste and cook for 1-2 minutes to get rid of the floury taste. Slowly pour in the whole milk while stirring until combined well. Stir in all of the spices and seasonings and the XO sauce until combined well. Bring the sauce up to a gentle simmer. It will start to thicken.
  6. Add cheeses: Stir in the Gouda, Gruyère, mozzarella, and Parmigiano Reggiano cheese (that you reserved for the mac and cheese sauce), one handful at a time, making sure the cheese has fully melted and integrated with the sauce before adding the next handful.
  7. Add the pasta, shrimp, and basil: Switch off the heat and add the cooked pasta and shrimp. Toss until everything is combined well with the sauce. Then stir in most of the Thai sweet basil (reserve ¼ cup for garnish). Transfer the mac and cheese to a 9×13-inch baking dish.
  8. Make the XO sauce breadcrumbs topping: To the measuring cup (or bowl) with the mozzarella and Gouda cheeses reserved for the topping, add 1 tablespoon of XO sauce and ½ TBLS chili oil from the XO sauce jar (or use melted unsalted butter for a milder topping). Mix well to combine, then sprinkle evenly over the mac and cheese in the baking dish.
  9. Broil: Place the dish in the oven and broil on high for 2-3 minutes or until the panko breadcrumbs are crisp and golden brown. Transfer to a wire cooling rack and allow to cool for 5-10 minutes.
  10. To Serve: Garnish with the reserved Thai sweet basil and serve immediately.

Notes

  1. XO Sauce. This Cantonese condiment from Hong Kong is full of amazing savory and spicy flavors. It’s made with chili peppers, shallots, garlic, dried seafood (usually dried shrimp and scallop, but sometimes abalone too), and Jinhua pork/ham. While there are several brands that produce XO sauce, Lee Kum Kee’s is the one that’s most widely available outside of Hong Kong. I use their extra hot XO Sauce, but they make a regular XO sauce too which is great if you prefer to make this milder. Look for it it in an Asian supermarket. You can also use a homemade XO sauce too if you prefer.
  2. Pasta. I used pipe rigate pasta, which is similar to macaroni but with a wider hole for sauce to seep into. Any short-cut pasta shape such as penne, farfalle, macaroni, cavatappi, galletti n°44, conchiglie, etc. will work.
  3. Cheeses: Use freshly grated cheese from blocks of cheese. Bagged pre-shredded cheese at the supermarkets have anti-caking agents which make it difficult for it to melt into the cream sauce. Freshly grated cheese from a block will prevent it from clumping in the sauce and will melt more smoothly.
  4. Make it milder. Use a regular spicy XO sauce (not extra hot), less (or omit) fresh red chilies, sweet smoked paprika, and less of (or omit) the crushed red pepper flakes and ground cayenne. Use melted unsalted butter or olive oil instead of chili oil from the XO sauce jar for the breadcrumbs topping.
  5. Baking dish size. You can either use a 9×13-inch baking dish or two 7×9-inch baking dishes.
  6. Storing and reheating. Store leftovers in a sealed airtight container in the refrigerator for up to 3 days. Reheat small servings in bowls for 1-2 minutes or until hot throughout. Alternatively, cover the dish with a sheet of foil and reheat in a preheated oven at 190°C/375°F for 20 minutes. Then remove the foil and heat for 2-3 minutes or until the topping gets a little crispy again too.
  7. To make it gluten-free: Use gluten-free pasta, a gluten-free flour for the cream sauce, and gluten-free breadcrumbs. Lee Kum Kee XO sauces are made with corn starch and are GF certified. 

Nutrition

  • Serving Size: 1 serving
  • Calories: 717
  • Sugar: 12.6g
  • Sodium: 1041.8mg
  • Fat: 32.6g
  • Saturated Fat: 14.7g
  • Unsaturated Fat: 0.1g
  • Trans Fat: 9.1g
  • Carbohydrates: 68.5g
  • Fiber: 4.2g
  • Protein: 38.7g
  • Cholesterol: 165.3mg

The nutritional information provided is approximate and can vary based on several factors. It should only be used as a general guideline. For more information, please see our Disclosure.

This post may contain affiliate links. We are a part of the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn a small commission (at no extra cost to you) by linking to Amazon.com and affiliated sites. The nutritional information provided is approximate and can vary based on several factors. It should only be used as a general guideline. For more information, please see our Disclosure.

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