Best Baked Macaroni and Cheese Recipe

Name: Million Dollar Mac and Cheese Casserole
Prep time: 20 min
Cook time: 30 min
Total time: 50 min
Ingredients: 1 pound cellentani pasta ((may sub rigatoni, penne or macaroni)); 4 tablespoons butter; 1/4 cup all-purpose flour; 3 cups milk; 1 12 oz. can evaporated milk; 1 tablespoon cornstarch; 1 tablespoon Dijon mustard; 1 tablespoon chicken bouillon; 1 tsp EACH onion pwdr, garlic pwdr, dried parsley, salt; 1/2 teaspoon pepper; 1/4-1/2 teaspoon red pepper flakes ((optional)); 4 cups freshly grated sharp cheddar cheese; 6-8 slices provolone cheese; 1 cup sour cream; 1 cup freshly grated Parmesan cheese; 3/4 cup panko breadcrumbs; 2 tablespoon butter; 1 tablespoon extra virgin olive oil

This mega creamy Million Dollar Macaroni and Cheese Casserole is the only macaroni cheese recipe you will ever want to make!

Make this Macaroni and Cheese Casserole for guests or family (think Thanksgiving!) and they will love you forever! The homemade sauce itself is rich and crazy creamy and the casserole is stuffed with a hidden layer of provolone cheese and sour cream that melts when baked for a ridiculous amount of velvety creamy, cheesy gooey goodness. A million dollar worthy goodness.

Macaroni and Cheese Casserole Recipe Video

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The Best Mac and Cheese Recipe

I love a hearty pasta from my Classic Lasagna and One Pot Lasagna Soup to my One Skillet Cheesy Penne and Tortellini Al Forno but the most universally adored pasta has to be macaroni and cheese. Just about everyone looooooves macaroni and cheese – forkful after forkful of noodles bathed in rich creamy, cheesy, sauce. Whether it started as a blue box obsession (or if that still remains, I won’t judge you), and advanced to homemade stove top mac and cheese, Buffalo Macaroni and Cheese, One Pot Chili Mac and Cheese or even Taco Macaroni and Cheese, homemade macaroni and cheese in all its varieties – when done right – is one of the most comforting, cravilious foods on the planet.
But have you ever tried a homemade macaroni and cheese recipe and discovered what should be the most silky pasta all too often is runny, dry, bland and disappointing? So, so sad. But not this Million Dollar Macaroni and Cheese Casserole. This baked macaroni and cheese will leave you and your taste buds so, SO happy.

Showing how to melt cheese for Million Dollar Macaroni and Cheese.

What is this Million Dollar Mac and Cheese Recipe

I call this Million Dollar Macaroni and Cheese for a few different reasons – including the surprise filling, which I will get to later – but let’s start with the quick, fool proof, easy, creamy, cheesy, flavorful from scratch sauce that takes just minutes to whip together.

Baked Macaroni and Cheese Recipe ingredients

Let’s take a closer look at what you need to make this recipe (measurements in the printable recipe card at the bottom of the post):

Pasta: My favorite pasta shape for Baked Macaroni and Cheese is cavatappi. It is also known as cellentani, amori, spirali, or tortiglione and should be sold at most grocery stores. It’s a type of spiral, hollow, macaroni with scored ridges. Both the hollowness and the ridges area ideal to capture creamy sauce – and I just love the texture of the shape. It is sturdy enough for the rich sauce and doesn’t become easily overwhelmed or soggy.
Sharp cheddar: This quintessential cheese provides the signature flavor with its sharp richness. Take care to use a block of quality cheddar and shred it yourself, otherwise your cheese sauce will be grainy.
Parmesan cheese: Use freshly grated Parmesan and not pre-shredded or from a can.
Provolone: You will need 6-8 slices depending on their size.
Sour cream: A hidden layer of sour cream melts in the middle of the casserole to make it extra creamy! Use full fat for best results.

Butter: Use unsalted butter so we can control the level of salt. Do NOT substitute any of the butter with oil or your sauce can become grainy.
All-purpose flour: This thickens the sauce and stabilizes the cheeses. Please do not use wheat flour. All-purpose flour is more finely ground and integrates more smoothly into the roux for a smoother sauce.
Milk: The higher the fat content, the smoother your cheese will melt/incorporate. It’s best to use whole milk, or at least 2% milk.
Evaporated milk: This secret ingredient adds creaminess without the fat of heavy cream. Evaporated milk is canned, stabilized homogenized cow’s milk from which 60 percent of the water has been removed. This means it is thicker than just milk and more stable than heavy cream and less likely to curdle or separate.
Dijon mustard: Mustard might sound odd, but I promise it is not a pronounced flavor but simply boosts the other flavors and highlights the cheddar.
Chicken bouillon: Please do not skip! It is a secret ingredient that adds tons of flavor. You may use chicken bouillon, bouillon powder or better than bouillon – all in equal amounts. If you are using bouillon cubes, just smash them up a bit before you add them to the sauce – don’t dissolve in water first. You will need 3 cubes.
Seasonings: Onion powder, garlic powder, dried parsley, salt, pepper and red pepper flakes infuse the velvety cheese sauce with complex flavor while still allowing the cheese flavors to shine.

How to make Mac and Cheese Casserole

Instead of using just a roux (whisking of flour, butter and milk) to create the sauce, I combined the roux method with evaporated milk whisked with some cornstarch to stabilize all the cheesiness and create incredible silkiness that doesn’t separate or curdle when baked. I then added a plethora of hand picked seasonings for the most flavor infused sauce suitable for Million Dollar Macaroni and Cheese.

Missing cheese in on Million Dollar Macaroni and Cheese.

And then comes the capital M in Million Dollar Macaroni and Cheese Casserole – the provolone, sour cream filling. The what?! I know it might sound odd, but please trust me. I got this idea when I was day dreaming about my moms Baked Penne which is a marinara based pasta with a layer of provolone and sour cream in between layers of noodles. The best part of the pasta is the creamy, cheesy center, so then I got giddy dreaming about what this filling would taste like cradled in between cheese smothered noodles instead of marinara smothered noodles.

Adding provolone to Million Dollar Macaroni and Cheese.

I was so excited, in fact, I whipped up my first go of this macaroni and cheese at 9 PM because I just couldn’t wait any longer. I even told my husband not to brush his teeth because there was true deliciousness coming shortly.

Adding Million Dollar Macaroni and Cheese to a pan to bake.

Million dollar deliciousness to be exact.

A scoop of fresh baked Million Dollar Macaroni and Cheese.

The provolone melts as the pasta bakes, adding a fresh depth of cheesiness while the sour cream melts, adding a fresh layer of creaminess. This to live for layer of deliciousness blends into each forkful so although you can see the white layer of goodness, its creamy cheesiness just enhances the overall pasta. And when I say enhance, I mean creates the CREAMIEST macaroni and cheese you will ever dive into.

And might I suggest diving mouth first.

TIPS

Don’t use reduced fat cheese. It will melt into a grainy mess.
Shred the cheese yourself. Nothing will ruin your mac and cheese recipe quicker than using pre-shredded cheeses. Pre-shredded cheeses are coated with chemicals that will prevent the cheese from melting beautifully.
Don’t use oil. Mac and cheese casserole requires the high fat content of high-quality butter – more fat is the key to success. Don’t use ANY kind of oil or you’re setting yourself up for a grainy disaster.
Cook the roux REALLY WELL. This is where a lot of people go wrong. The roux should be cooked for a full three minutes – or longer- until it becomes nice and smooth and then cook longer still.
Don’t burn the roux. On the opposite end of the spectrum, don’t burn the roux. Burning the roux will cause the sauce to be grainy. If the roux is browning too quickly before it is smooth, then reduce the heat. If it does happen to burn then throw it out, wipe the pan clean and start over.
Stir constantly. Whisk the milk/roux constantly while pouring in the milks so less lumps have time to form. Whisking over low heat also slows the formation of lumps.
Remove lumps before increasing heat. Whisk constantly until the lumps are gone before increasing the heat. If you increase the heat while lumps remain, they are much harder to dissolve.
Use warm temperature cheese. Leave your cheese out for an hour or so if you think of it. Warm cheese melts much easier than cold cheese.
Add the cheese slowly. Add your cheese in multiple batches – a handful at a time, stirring until completely melted, before adding some more.
Stir, stir, stir. Stir until the cheese is completely melted. If your cheese isn’t melting, then your sauce may not be warm enough. Return the pan to LOW but don’t let the sauce simmer, then continue to stir until completely melted.
Thin sauce if needed. If the sauce appears too thick after you add the cheese, simply stir in a little milk until it reaches desired consistency.
Cook pasta in salted the water. You should always salt your pasta water – it is the one chance you have for the flavor to penetrate the pasta and enhance the subtle pasta flavor – you can taste the difference. Use 1 tablespoon salt for 6 quarts of water.
Don’t overcook pasta! I recommend testing your pasta about 2 or 3 minutes before the box recommends – pasta should be al dente– meaning it should still be a little firm in the center/ have a “bite” to it, especially because it will cook a little in the oven.
Prevent pasta from clumping. If you’re not adding the cooked pasta to the cheese sauce right away, toss it with a little olive oil. This will prevent it from sticking together.

A cheesy scoop of Million Dollar Macaroni and Cheese coming out of a pan.

variations

This Macaroni and Cheese recipe is delicious in its classic cheesiness or you can use the recipe as a base to customize it. Here are a few ideas:

Swap cheeses: Swap some of the cheddar for Gouda, Gruyere, Asiago, Fontina, Muenster, etc.
Add chicken: Stir in rotisserie chicken or chopped cooked chicken at the end of cooking, before baking. You can even season your chicken with different seasonings such as Cajun seasoning to mix things up.
Add bacon: Use thick cut bacon so it doesn’t get lost in the cheesiness. Cook and crumble bacon in the skillet then use the remaining drippings to cook the roux in. Stir half of the bacon into the Mac and Cheese before baking and sprinkle the rest on top after baking.
Add other protein: Stir in cooked ham, ground beef, ground turkey, ground Italian sausage, sliced sausage or any leftover cooked protein.
Add veggies: Stir in roasted or sautéed broccoli, petite peas, bell peppers, asparagus, zucchini, mushrooms, spinach, etc.
Add tomatoes: Roast cherry tomatoes tossed in olive oil, salt and pepper at 400 degrees F for 10-12 minutes then stir into the Mac and Cheese. The tomatoes are especially delicious with Italian sausage or andouille chicken sausage with spinach. You can also add drained fire-roasted tomatoes.
Sun-dried tomatoes: Purchase the sun-dried tomatoes in a jar packed in oil, not water. They are usually located near the olives or pickles at your grocery store. Rinse, pat dry and chop.
Artichokes: Purchase artichoke hearts in water NOT marinated. The marinated ones often have an acrid taste. Chop and add to the simmering sauce.
Toppings: Swap the panko for Ritz or use all Parmesan. For Ritz, mix 1 cup of crushed Ritz crackers with 3-4 tablespoons of melted butter.
Make gluten-free: Use your favorite gluten free pasta and gluten free flour.

What to serve with this Macaroni and Cheese Recipe

This Million Dollar Baked Casserole can be a meal in itself, just add some chicken, ham etc. or it is the most epic side to:

Meal Prep baked macaroni and cheese recipe

Baked Macaroni and Cheese is best not assembled ahead of time because the pasta soaks up the moisture in the sauce, leaving you with dry mac and cheese. However, you can still make the pasta and sauce three days in advance and keep separate until ready to bake:

Sauce: Make as directed, cool, and store in an airtight container in the refrigerator. Reheat gently in a large skillet before using, adding additional milk, as needed, to thin to desired consistency.

Pasta: Cook al dente, drain, then toss with a drizzle of oil to prevent the pasta from sticking together. Cool completely before transferring the to an airtight container to store in the refrigerator. When ready to serve, add the cold pasta to the warmed sauce, no need to reheat.

How to store Macaroni and Cheese Casserole

Store Macaroni and Cheese recipe in an airtight container in the refrigerator for up to 5 days.

How To reheat best mac and cheese

-Microwave: Microwave small portions for one minute, stir, then continue to heat at 30 second intervals until warmed through.
-Stove: Reheat pasta gently on the stove. You may need to add a splash of milk to thin the sauce as it will have thickened in the refrigerator.
-Oven: Cover tightly with foil and bake at 350 degrees F for 20 minutes, or until hot and bubbly. Note leftovers will not be as creamy.

how well does Mac and Cheese freeze?

Baked Macaroni and Cheese freezes fairly well because the base is a roux and the recipe uses evaporated milk instead of all milk or heavy cream. That being said, the cheese can become a little grainy, but still delicious, and the mac and cheese won’t be as creamy because the pasta will soak up some of the sauce. So, expect delicious – just not fresh of-the-stove perfection.

Freezing Tips: If you are making this recipe specifically to freeze, I suggest using all evaporated milk and reducing the pasta so the recipe remains creamy.

To freeze:
1. Let Mac and Cheese cool to room temperature.
2. Cover with a few layers of plastic wrap followed by foil.
3. Label and freeze for up to 3 months.
4. Allow to thaw completely in the refrigerator, up to 48 hours.
5. Reheat per instructions.

Best Mac and Cheese Recipe FAQs

How can I keep my mac and cheese creamy?

First, the recipe must have enough liquid once combined with the cheeses, in this case, evaporated milk. It is important to use evaporated milk which stabilizes the cheeses and prevent them from separating. Also use quality cheeses which melt better and produce silkier sauces. NEVER use pre-bagged cheeses for sauces or your destined for grainy/gritty sauce failure.

Why does my baked mac and cheese come out dry?

The main culprit for dry mac and cheese is over-reducing the cheese sauce so it becomes too thick. Take care the cheese sauce isn’t too thick before adding the cheese because the cheese will thicken it significantly. If the sauce appears too thick after you add the cheese, then stir in additional milk to thin.

Can you put too much cheese in mac and cheese?

Yes, you can put too much cheese in mac and cheese. While cheese is a key ingredient in macaroni and cheese, adding an excessive amount can lead to a dish that is overwhelmingly cheesy, overly rich, and potentially difficult to eat. When you use too much cheese, it can overshadow the flavors of other ingredients, and the dish may become greasy or clumpy. It’s essential to strike a balance to achieve the desired creaminess, flavor, and texture without overwhelming the dish.

Is it better to use heavy cream or milk for mac and cheese?

It is better to use heavy cream for Mac and Cheese instead of milk, or better yet, use evaporated milk which has the thickness of heavy cream without all of the fat! Furthermore, it is more stable than heavy cream so your Macaroni and Cheese is less likely to curdle or separate.

Why do people put flour in baked mac and cheese?

The starch in the flour stabilizes the melting cheeses which prevents it from breaking or turning stringy or gritty. It also is the base of the béchamel which thickens the sauce so it’s rich and creamy.

What does evaporated milk do for mac and cheese?

Evaporated milk adds creaminess and body to Macaroni and Cheese without the fat and heaviness of heavy cream. Evaporated milk is canned, stabilized homogenized cow’s milk from which 60 percent of the water has been removed. This means it is thicker than just milk and more stable than heavy cream and less likely to curdle or separate.

What can you add to mac and cheese to give it flavor?

Seasoning your Macaroni and Cheese recipe with onion powder, garlic powder, dried parsley, salt, pepper and red pepper which flakes infuse the velvety sauce with complex flavor. You could also try other spice blends for a unique twist like Cajun, jerk or taco seasoning. You can also add bacon, sausage, chicken, ground beef, artichokes, broccoli, etc. for additional texture and flavor.

What cheese is best for mac n cheese?

The one cheese you will almost always find in Macaroni and Cheese recipes is sharp cheddar. It is flavorful, inexpensive, easy to find, and melts easily. Sharp cheddar should be the building block of your Mac and Cheese recipe, to which you can add one or two different cheeses to enhance the flavor, such as a full-flavored cheese (such as Gruyere) and a more mild, silky cheese (such as Gouda, Fontina, Muenster, etc.).

How do you prevent grainy Macaroni and Cheese?

There are a few keys to avoiding grainy Macaroni and Cheese and instead creating the the creamy, silky smooth recipe of your dreams:
1. Use full fat cheese that you shred yourself from the block. Pre-shredded cheeses are coated with chemicals that will prevent the cheese from melting beautifully.
2. Use enough butter when making the roux, at least an equal amount of butter (or slightly more) as flour to create a roux. If you don’t use enough butter, the roux won’t become smooth and will remain gritty.
3. The roux should be cooked until it becomes really smooth, about three minutes.
4. Remove the béchamel from the heat before adding the cheeses. If the béchamel is too hot when you add the cheese, then the emulsifiers and coagulants will break down and the proteins in the cheeses will clump resulting in grainy sauce. So, make sure your béchamel is cool enough by removing the pan from the heat completely before adding the cheeses.

A fork full of Million Dollar Macaroni and Cheese.

Looking for more Italian recipes?

Baked Italian Meatballs (and Spaghetti)
One Skillet Cheesy Meaty Penne
Sun-Dried Tomato Pasta
Shrimp Fettuccine
Skinny Fettuccine Alfredo
Parmesan Meatballs and Orzo

You might also like these favorite recipes:

Million Dollar Baked Penne
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Slow Cooker Barbecue Ribs
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Slow Cooker French Dip Sandwiches

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This mega creamy Million Dollar Macaroni and Cheese Casserole is the only macaroni cheese recipe you will ever want to make! make this for guests or family and they will love you forever! The homemade sauce itself is rich and crazy creamy and the casserole is stuffed with a hidden layer of provolone cheese and sour cream that melts when baked for a ridiculous amount of velvety creamy, cheesy goodness.

Million Dollar Mac and Cheese Casserole

This mega creamy Million Dollar Macaroni and Cheese Casserole is the only macaroni cheese recipe you will ever want to make! Make this Macaroni and Cheese for guests or family and they will love you forever! The homemade sauce itself is rich and crazy creamy and the casserole is stuffed with a hidden layer of provolone cheese and sour cream that melts when baked for a ridiculous amount of velvety creamy, cheesy gooey goodness. A million dollar worthy goodness.

Servings: servings

Total Time: 50

Prep Time: 20

Cook Time: 30

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Ingredients

1 pound cellentani pasta (may sub rigatoni, penne or macaroni)
4 tablespoons butter
1/4 cup all-purpose flour
3 cups milk
1 12 oz. can evaporated milk
1 tablespoon cornstarch
1 tablespoon Dijon mustard
1 tablespoon chicken bouillon
1 tsp EACH onion pwdr, garlic pwdr, dried parsley, salt
1/2 teaspoon pepper
1/4-1/2 teaspoon red pepper flakes (optional)
4 cups freshly grated sharp cheddar cheese
6-8 slices provolone cheese
1 cup sour cream
1 cup freshly grated Parmesan cheese

Panko Topping (optional)

3/4 cup panko breadcrumbs
2 tablespoon butter
1 tablespoon extra virgin olive oil

Instructions

Cook pasta just until al dente according to package directions – don’t overcook! Strain and rinse with cold water.
Preheat oven to 350 degrees F. Lightly grease a 9×13 baking dish. Set aside.
Melt 4 tablespoons butter in a large skillet over medium heat then whisk in flour. Cook, while stirring for 2 minutes. Turn heat to low then gradually whisk in milk. Whisk cornstarch into evaporated milk and gradually add to skillet followed by Dijon mustard and all remaining spices/seasonings.
Bring to a boil, whisking constantly then reduce heat to medium and simmer, whisking occasionally until thickened (but not overly thick). Remove from heat and whisk in sharp cheese until melted. Add pasta and toss until evenly coated (it will seem like a lot of extra sauce which is a good thing).
Pour half of the macaroni and cheese into prepared baking dish. Layer macaroni evenly with provolone cheese followed by an even layer of sour cream. Pour remaining macaroni and cheese over sour cream and spread into an even layer. Sprinkle with 1 cup Parmesan cheese (or more to taste).
Panko topping (optional): Melt butter in olive oil over medium heat in a medium skillet. Add panko and stir to coat. Continue cooking until crumbs become golden brown. Evenly sprinkle over macaroni and cheese.
Bake 25-30 minutes or until bubbly and inside provolone is melted. If not topping with panko, broil until Parmesan is golden. Cool 10 minutes to set before serving.

Video

Notes

Don’t miss the “how to make” recipe video at the top of the post!

***I DO NOT RECOMMEND ASSEMBLING THIS AHEAD OF TIME. The pasta seeps up the sauce. Instead, you can prepare the sauce and refrigerate separate from the pasta. Cook the pasta, toss it in a touch of olive oil so it doesn’t stick together, and refrigerate. When ready to assemble, warm the sauce (you can do this in the microwave). You might need to add a touch of milk to thin, then proceed as instructed. This prep will make assembly come together quite quickly.

*You just need enough provolone to cover the 9×13 in a single layer. Typically 8 slices medium provolone or 6 large slices as pictured from Costco. Gouda slices would also be delicious.
***Feel free to swap cheeses for a combination of whatever you have on hand – Asiago, Gouda, smoked cheddar, Monterrey, etc – the possibilities are endless! You can also mix in bacon, ham, etc.
**I find this pasta equally delicious without the panko topping as the Parmesan cheese topping bakes to golden perfection 🙂

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413 Comments

Hailee says

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I love this recipe! But the one time I made it, the sour cream almost curdled instead of melted? Is there a solution?

- Jen says
  
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  Hi Hailee! I am so glad you love this recipe! To prevent it from curdling you want to bring it up to a warmer temperature more gradually which you can do by adding a little of the cheese sauce if you want to stay on the safe side. I haven’t had to do that though since it’s between two layers of cheese. I hope that helps!
  
gail says

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quick question – if I prepare sauce and mac ahead of time and refrigerate per your instructions, do you think I could mix together and hold for about an hour before baking?( Maybe only warming the sauce just enough to mix with the pasta and then bake a little longer?) I just hate having to prepare with guests watching me in the kitchen…and you know everyone gathers in the kitchen! 🙂
Thanks

- Jen says
  
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  Hi Gail! Thank you for your interest in this recipe! I definitely understand! As long as it’s not more than an hour, it should turn out great! Hope you all love it!
  
Amanda Principato says

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This is my go-to recipe for mac and cheese. Follow it to a “T” — you can’t go wrong! Reheats beautifully too!

- Jen says
  
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  Awesome! So glad you found a go to recipe! Thanks so much for your review Amanda!
  
Miche' says

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I absolutely love this recipe! Lately, I’ve been adding crushed Smoked Goulda flavored Cheez-its to the Panko flakes, sautéed in a bit of butter and garlic powder. It just does something to it. I imagine any of the cracker flavors would work though.

- Jen says
  
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  Hi Miche! Thank you for your warm review! It’s wonderful to hear that you love this and have made it your own! That sounds like an awesome addition to the Panko flakes 🙂
  
Michele says

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We’ve used the same family recipe for as long as I can remember. All efforts to find a better replacement have failed ( I sometimes get bored with the same old ), until now. This recipe is my new official go-to for Mac & Cheese. It was amazing, and if you add some whipping cream to the leftovers, it’s just as creamy, but it does lose some of the hint of Dijon, but that’s not a deal breaker. I’ve sung this recipe’s praises to a friend whose husband thinks Velveeta is the way to go for baked macaroni- I called this mac & cheese for grown-ups.

- Jen says
  
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  Wow! Thanks Michelle for your glowing review! I’m so happy that this is your go to Mac & Cheese recipe and that it’s on repeat in your kitchen!It definitely is a grown-up dish! 🙂
  
Valentina says

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I have been making it every Thanksgiving for a few years now. It’s delicious.

- Jen says
  
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  Hi Valentina! It is so wonderful to hear that this is part of your Thanksgiving tradition! Thank you so much for your sweet comment!
  
Elizabeth says

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Hi Jen, this absolutely delicious! My third year making it for thanksgiving dinner. This year I would like to make it in a disposable dish. Would it be ok to use a foil dish to make this casserole?

- Jen says
  
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  Hi Elizabeth! I’m so glad that you love this recipe! You can use a foil dish, just make sure to grease it well so that the cheese doesn’t stick. I hope you have a wonderful Thanksgiving!
  
Paul Simonsen says

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Wonderful as is. I’m wondering if I could substitute ricotta for the sour cream…?

- Jen says
  
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  Definitely! Enjoy!