This noodle-heavy rice pilaf is delicious on its own, but what makes it swoonworthy is the topping: caramelized mushrooms. Cooked in a generous amount of butter, the mushrooms are finished with lemon zest, lemon juice, and tender herbs, bringing a bright, zippy freshness to these roasty-toasty, earthy funghi.

The dish plays incredibly well with others—serve alongside slow-roast salmon fillets, crispy chicken thighs, pan-seared pork chops, and even your Thanksgiving turkey. If you want to bulk it up and keep the pilaf vegetarian, nestling planks of feta and tossing some extra parsley and dill on top is equally dreamy.

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4–6 servings

lb. mixed mushrooms (such as oyster, maitake, crimini, and/or trumpet)


Tbsp. extra-virgin olive oil, divided


oz. angel hair pasta, broken into ½” pieces (about 1 cup)


Tbsp. unsalted butter, divided


large shallots, thinly sliced


garlic cloves, finely chopped

cups basmati or long grain rice


sprigs thyme


dried bay leaves


cups low-sodium vegetable or chicken broth


tsp. Diamond Crystal or 1 tsp. Morton kosher salt, plus more


tsp. freshly ground black pepper, plus more

Zest and juice of 1 lemon


cup chopped mixed tender herbs (such as parsley, dill, and/or tarragon)


Step 1

Cut or tear mushrooms into large bite-size pieces (if using, crimini, slice ¼” thick or, for more delicate varieties like oyster and maitake, tear into large pieces). Place in a large bowl and set aside.

Step 2

Heat 1 Tbsp. oil in a large skillet over medium. Toast pasta, stirring constantly, until deep golden brown, about 2 minutes. Transfer to a small bowl. Reserve skillet.

Step 3

Heat 2 Tbsp. butter in a medium Dutch oven or other heavy pot over medium-high. Cook shallots, stirring occasionally, until browned and crisp, 8–10 minutes. Add garlic and cook, stirring, until just starting to turn golden, about 1 minute. Add rice, stir to coat in shallot mixture, and cook until edges of grains turn translucent but centers are still opaque, 2–3 minutes (cooking off some of the starches and coating the rice in fat will help the grains stay separate when they cook in the broth).

Step 4

Add pasta, thyme, bay leaves, broth, 2 tsp. Diamond Crystal or 1 tsp. Morton kosher salt, and ½ tsp. pepper and stir to combine. Bring to a boil. Cover pot and reduce heat to low. Cook until rice is cooked through and liquid is absorbed, 20–25 minutes. Remove from heat and let sit (still covered) 20 minutes. (Do not uncover the rice before resting—you want to keep all the steam in there.)

Step 5

Meanwhile, heat 2 Tbsp. oil in reserved skillet over medium-high until just beginning to smoke. Arrange half of reserved mushrooms in a single layer in pan and cook, undisturbed, until golden brown underneath, about 5 minutes. Season with salt and pepper, toss, and continue to cook, tossing often and reducing heat as needed to prevent scorching, until golden brown all over, about 5 minutes longer. Transfer to a plate. Repeat with remaining mushrooms and 2 Tbsp. oil and more salt and pepper.

Step 6

Cook remaining 6 Tbsp. butter in same skillet over medium-high heat, stirring often, until it foams, then just starts to brown, about 4 minutes. Add mushrooms and cook, tossing often and spooning butter over, until butter smells nutty (it should have deepened in color even more), about 5 minutes. Remove from heat and stir in lemon zest, lemon juice, and half of the herbs. Taste and season with more salt and pepper if needed.

Step 7

To serve, uncover rice pilaf and fluff with a fork. Transfer to a platter or large shallow bowl. Spoon mushrooms over and drizzle with any sauce remaining in skillet. Top with remaining herbs and season with more pepper.