Million Dollar Macaroni 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 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


Million Dollar Macaroni and Cheese.

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.

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.

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.

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

What should I serve with Macaraoni and Cheese Casserole?

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:

A fork full of Million Dollar Macaroni and Cheese.

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©Carlsbad Cravings by

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 Macaroni and Cheese Casserole (Video)

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: 8 servings
Total Time: 50 mins
Prep Time: 20 mins
Cook Time: 30 mins

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  • 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)


  • 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.



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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  1. Harley says

    Hi I was wondering if it has to be freshly grated or if store bought cheese works just as well?

    • Jen says

      Hi Harley, I always recommend freshly grated cheese because pre-grated is coating in anti-clumping chemicals which prevents it from melting as well.

  2. Amanda says

    I need to double this recipe for friends giving. Do you recommend just doubling all the ingredients together and putting it one big baking dish or separating it into two dishes?

    • Jen says

      Hi Amanda, I would separate it into two dishes. Enjoy!

  3. Latia says

    This mac and cheese was very rich and delicious! Weirdly, it didn’t taste very cheddar-y to me. The bouillon and the other spices were great but I wonder if the sour cream and/or provolone took away from the sharpness of the cheese. I will definitely make this again, as my family raved over it. Thanks for so many great recipes!!

    • Jen says

      You are so welcome Latia, I’m so pleased your whole family loved it!

  4. Nancy says

    Best Mac n cheese! Thank you!

  5. Kathryn Campbell says

    I found this mac and cheese recipe years ago and it is my only mac and cheese recipe. While I do not use the provolone or sour cream (way too rich for me), I do add finely chopped country ham (food processor fine) to the final liquid cheese that gets mixed into the pasta. I do not add salt because of the bouillon and the ham. This recipe is amazing, truly amazing. I am in fact making it tonight with some grilled wings and a tomato salad. Try this recipe, you will be glad you did.

    • Jen says

      Thanks for taking the time to comment Kathryn, I love hearing this mac and cheese is a favorite! Your addition of ham sounds fabulous!

  6. Natalie says

    Can I double this recipe?

    • Jen says

      Yes, but I would still bake it in two separate 9×13 baking pans.

  7. Patricia THOMPSON says

    Just browsed through your recipes for casseroles. They look so good I can’t wait to try them. I like the idea of enriching the sauce with chicken broth and different cheeses. I may have to invite family to lunch or divide into two casseroles.

    • Jen says

      Thanks so much Patricia, I’m excited for you to try it!

  8. Amy says

    OUTSTANDING! Followed recipe to a T since it was my first time trying this one… used Gouda & sharp cheddar… only exceptions were without panko topping, a pinch less mustard as I don’t care for it, and I through in some Hormel bacon bits I had on hand… I’m sure freezing some will be fine without panko … but the combo of the smokey flavor of Gouda, cheddar and Parmesan came out restaurant quality, seriously! Next time I’m going to invite friends and add lobster instead of bacon bits.

    • Jen says

      Thank you for the outstanding review Amy! Your swaps sound absolutely fantastic and I love the idea of lobster next time!

  9. Jen says

    Can you please provide nutrition information?

  10. Adrian says

    Sounds so good- except, is there a reason for using evaporated milk. It’s not one of my favourites, but I will try it if necessary!

    • Jen says

      Evaporated milk 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 mean it is thicker than just milk and more stable than heavy cream and less likely to curdle or separate.

  11. Liz F says

    This has become our staple for Thanksgiving. The sour cream addition is a game change imo because it gives it a really good creaminess while fusing everything together. Minus the skipping of the Dijon and breadcrumb topping (just family preferences) we follow this to a tee and it comes our perfectly every time.

    • Jen says

      Thanks so much Liz, I love hearing it’s a family favorite!

  12. Lynda F says

    Holy Moley! This Mac n cheese was perfection! We opted to do the parm cheese and it was tasty. I was a little wary of the sour cream but it was a nice addition. The spices were great, we used the 1/4 tsp crushed red pepper but did not find any heat from it so we may up that to 1/2 tsp next time. My picky eater said the taste was great but that the noodles were a little over cooked, noted kiddo lol. I enjoyed this recipe and it will definitely go into the rotation!

    • Jen says

      Thanks so much Lynda, I’m so pleased it was a winner with the entire family!

  13. Anuja says

    Was wondering if I can add bacon and or broccoli, that’s how my kids enjoy my current version of mac and cheese, but looking to venture out to different recipes

    • Jen says

      Absolutely, that would be delicious!

      • Lynda F says

        I am wondering, should the broccoli be cooked at all before adding to the dish before putting into oven? Thank you!

        • Jen says

          Absolutely! You’ll want to roast or steam it first.

    • Lynda F says

      Update: he ate all the leftovers and one week later he is still talking about this Mac n cheese lol. Thanks Jen for making me a Mac n cheese Jedi master!

  14. Cheryl L says

    So delicious! I was searching for the perfect mac & cheese recipe and I found it! Tried several Food Network stars mac & cheese recipes and yours was by far the tastiest! Thanks for another great recipe!

    • Jen says

      That is the ultimate compliment, thank you so much Cheryl!

  15. Lynne says

    OH MY WORD! This was the best homemade Mac & Cheese recipe ever! It’s just like the chef-made type you can sometimes get at a restaurant that knows what it’s doing. ALL the numerous ingredients meld, to give a complex flavor; don’t skip any, or you’ll be missing out. I made the full recipe, just for the two of us, and of course, now have a ton of leftovers. I KNOW it won’t be the same reheated; mac & cheese never is. But I will probably put a tad of half & half in the portions and cover it with a glass cover and hope condensation will do its trick! Usually reheating instructions are included; there are none with this, so I’m flying blind, here. This may be the first time I serve Mac & Cheese to company (when I make a fresh batch, of course!), as it is that top-notch! Thank you, Jennifer!!!

    • Jen says

      Thank you so much for the rave review Lynne! I’m so pleased you loved it so much!

  16. Carrie Pyros says

    I’m the first one to say HOMEMADE is ALWAYS better and I have made my own recipe that has been passed down and modified….. BUT THIS ONE …. this recipe adds the GOOD ENOUGH for company MAC AND CHEESE! Just took it up a notch!!! THANK YOU FOR THE RECIPE… It received great reviews from guests!!!

    • Jen says

      I’m sorry I’m slow to respond Carrie – we just moved and things have been crazy! I’m so pleased you love this recipe so much – yay for company worthy!

  17. Becky says

    Hi- I was wondering if I could add some cream cheese in the layering process with the sour cream and provolone. Do you think it would be too rich or would the cream cheese separate?


    • Jen says

      I Becky, instead of adding it separately, I would mix part cream cheese and part sour cream. Enjoy!

  18. Katherine says

    Made this tonight and it was a hit. I replaced the parsley with tarragon. Was really tempted to use some nutmeg as well, but didn’t. Thanks for sharing! Bacon and broccoli will be our next mix ins.

    • Jen says

      Thanks Katherine, I’m so pleased everyone loved it. Bacon and broccoli will be delicious additions!

  19. Amanda Principato says

    This is my family’s go-to mac and cheese recipe! You can’t go wrong with her recipes—and the freshly grated cheese is KEY. Was the star of Thanksgiving!

    • Jen says

      Thank you Amanda, I’m so pleased it’s a favorite!

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