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
Prep Time: 20 minutes
Cook Time: 30 minutes


  • 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. K Lannes says

    Hi- Just wanted to say this recipe is so good! It’s become a “must have” recipe at my holiday family functions, and I’ll be making it tomorrow for Thanksgiving! Thanks for sharing!

    • Jen says

      You’re so welcome, thanks for taking the time to comment! It makes me so happy knowing this Macaroni and Cheese Casserole is a “must have” family tradition!

  2. Elizabeth says

    I made this for Thanksgiving this year and it was a huge hit! Everyone was talking about how good it is. Truly the best Mac n’ cheese I’ve ever had.

    • Jen says

      Yassssss! Thank you for your awesome comment Elizabeth! I’m thrilled this Macaroni and Cheese Casserole was a huge hit and had everyone talking! Best compliment!

  3. Debi says

    Another one that you knocked out of the park! I have made so many of your recipes and EVERY one is delicious. Have you thought of making a cookbook? I would love to have it. I use printed out recipes and would love a bound version of all of yours!!! Thanks for doing what you do best… making my tummy happy!

    • Jen says

      Thank you so much Debi for making my recipes and making me feel like a million bucks! I have had cookbook offers but I’m not ready to write one yet – maybe in the future, but for now I will continue to share all my favorites here with you! xo

  4. Jennifer Fulk says

    This was the best macaroni and cheese I have ever had. My son , (who is 17 and not excited about much lol) , his eyes popped out of his head on the first bite and he mumbled with a full mouth, make this more. My husband hovered around the casserole dish in the kitchen, not wanting to leave it while he sat down at the table to eat. It was so full of flavor , not bland like most mac and cheese. I followed the recipe exactly and I think the hidden provolone/ sour cream layer adds so much more creaminess and flavor to it . I didn’t use the panko, just because I made breaded chicken fingers to go with it. I am thinking this will be the perfect side dish for Easter dinner with a spiral ham. Then I will add panko. Thank you so much !

    • Jen says

      YESSSS! Thanks so much Jennifer! I am honored this is the best macaroni and cheese you have ever had and I love the visual you painted of your husband and son I’m so pleased they loved it too! Thank you!

  5. Paige says

    I’ve made this 3 times, first as directed, second without the provolone/sour cream layer, and third as directed but added crawfish. They were all fantastic. It’s the first thing to go. I consider myself and mac and cheese connoisseur, and this is as good or better than any of the best restaurant macs I’ve ever had.

    • Jen says

      Thank you for your awesome endorsement Paige! I’m thrilled this is a favorite mac and cheese (no matter the variation!) and honored it’s as good as/better than any restaurant!

  6. Katie says

    This is by far my favorite mac and cheese recipe! I’ve made it countless times. It’s a real crowd pleaser!

    • Jen says

      Thank you so much for your awesome comment Katie! I’m thrilled it’s repeat favorite!

  7. Shannon says

    Love love love the sauce! I’d put it on anything. Great mac and cheese, best I’ve ever had.

    • Jen says

      I love hearing that, thanks so much Shannon!

  8. Denise Neveu says

    Can this be made and then frozen?

    • Jen says

      Unfortunately, I don’t recommend freezing this dish, sorry!

    • Kirstin says

      I froze half after cooking because I wanted to test this as a freezable meal. I thought it turned out well when reheated. I warmed it up covered in the oven, and made sure not to overbake it so I wouldn’t dry it out. My hubby LOVES this mac and cheese. Thank you!

      • Jen says

        Thank you so much for this helpful freezer info Kristin!

  9. Jaina says

    Amazing million dollar macaroni! More like a TRILLION dollar macaroni and cheese recipe! Made today and family can’t quit talking about it. I told them this is the same lady that I got that chili recipe from!

    I didn’t do the provolone and sour cream part of the recipe, but may try that next time, but I can’t imagine this being any better! They have already put it on the Thanksgiving menu!

    You have a huge fan club here in my house! Thanks so much for posting these great recipes. Truly appreciate it!

    • Jen says

      Thank you for making my day Jaina! I love hearing this macaroni and cheese was such a hit and even Thanksgiving worthy! I’m honored you’re loving my recipes, thanks for making them nd taking the time to comment! xo

  10. Brenna says

    Hello! I apologize if this has been asked before but do you have a recommendation for a substitute for the chicken boullion? I’m a vegetarian so can’t use that but would love to make this recipe still


    • Jen says

      Hi Brenna, there really isn’t a good substitute. I would just skip it and additional salt to taste – it will still be tasty!

  11. Lindsay edy says

    We absolutely love this recipe and the sauce is amazing. I’ve mixed up noodles and cheese. Wondering if doing slices of potatoes and using the sauce to make it a scalloped potato recipe would work?

    • Jen says

      I’m so happy to hear this recipe is a repeat favorite! I think the sauce would work great for scalloped potatoes! Please let me know how it turns out!

  12. Jill says

    This mac ‘n cheese is absolute gold and I cannot recommend this recipe enough. I once brought this to a bridal shower (because honestly, what occasion DOESN’T call for some mac?) and it was gobbled up before you could say, “Million Dollar Macaroni.” I could hear the comments coming out of cheesy, pasta stuffed mouths with panko crumbling out, “Oh my… who made this?!” “I *need* to know this recipe,” “This is, by far, the best mac ‘n cheese I’ve ever eaten.”

    I usually accompany the sharp cheddar with one other cheese and it’s delicious with muenster, mango habanero gouda, regular gouda, smoked gouda, pepper jack, mozzarella… you name it, I’ve tried it in this mac and they are ALL delicious. I’d be lying if I didn’t admit that sometimes a fifth cup of cheese gets added. Also, I switched out the sour cream for some lightly melted cream cheese because I’m a heathen.

    Thank you, Jen, for creating this masterpiece.

    • Jen says

      Thank you SO much Jill for your amazing comment/review! I am thrilled it is a favorite and I love all of your cheese combinations – yum!

  13. Matt says


    My family is a big fan of seafood(lobster and crab in particular). Any tips for adding some to this recipe?

    • Jen says

      Hi Matt, I think crab would be fantastic! Just gently fold cooked crab in before baking – yum!

  14. Sandra says

    OMG I made this Mac and cheese tonight and the only words I can say is winner winner Mac and cheese dinner it’s so amazing I can’t believe it I didn’t have provelon cheese so I used Monterey Jack I thought a 9×13 would be to much for 3 people man I’m I ever glad I didn’t half it , cause I think we feel a midnight snack coming on. Thanks for this recipe I’m going to share it with the world

    • Jen says

      Thanks so much for your awesome comments Sandra, I’m so pleased this mac and cheese is a new favorite! Thanks for sharing!

  15. Sally Schutte says

    I thoroughly enjoy your recipes. Each one is fabulous! I also enjoy how easy you’ve made it to Jump to Recipe and Print. I especially am grateful I am able to adjust the serving size before printing. You are an amazing artist in the kitchen! Thank you!

    • Jen says

      Thanks for your kind words Sally! I’m so please you are enjoying my recipes and finding the site helpful!

  16. Lily says

    Made this for my family tonight without the provolone/sour cream layer and with the Panko topping and it was absolutely delicious! The cheese sauce is ridiculously good. I think next time (the beginning of many, many remakes) I will try it without the panko topping and with the extra cheesy goodness in the center. My family decided to definitely make this for the holidays this year which I’m sure will be a huge hit. Thank you for sharing!

    • Jen says

      You’re so welcome Lily, I’m thrilled it is holiday worthy!

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