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.


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

  • 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 FOR making the Best Mac and Cheese Recipe

  • 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.

Macaroni and Cheese recipe 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:

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?

You might also like these favorite recipes:  


Pin it to your PASTA, DINNER or CASSEROLE Board to SAVE for later!

Find me on Pinterest for more great recipes!  I am always pinning :)!

©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 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: 8 servings
Total Time: 50 minutes
Prep Time: 20 minutes
Cook Time: 30 minutes

Save This Recipe To Your Recipe Box

You can now create an account on our site and save your favorite recipes all in one place!


  • 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 🙂

Did You Make This Recipe?

Tag @CarlsbadCravings and Use #CarlsbadCravngs

Leave a Review, I Always Love Hearing From You!

Carlsbad Cravings© Original

Reader Interactions

leave a review

Your email address will not be published. Required fields are marked *


  1. Lynda F says

    I just wanted to say that this is our third time making this and it is so freaking good! It is rare that our 20 something son will ask for seconds or even thirds or even eat leftovers of anything, but this mac n cheese is at the top of the list. I follow you on FB and I think it was posted one day and I thought, ok let me try “another” MnC recipe that he will find something wrong with it. His only complaint was that it needed more crunch on top but that was on me because I didn’t put a full serving of the panko in case he didn’t like it. Thanks again for a fantastic recipe, it’s the gift that keeps on giving!

    • Jen says

      Thank you Lynda, I’m so pleased this recipe is on repeat! I love that he even called out the crunchy topping!

  2. S DB says

    Delicious. Would definitely make again although I don’t think the sour cream is necessary

    • Jen says

      Glad it’s a repeat recipe for you! Thanks for commenting, S DB!

  3. Miranda says

    Can the evaporated milk be substituted with anything?

    • Jen says

      You can substitute with half and half, enjoy!

  4. Melissa T Burgos says

    I made this for thanksgiving last year and everyone raved!! My only question is the a good dish to freeze?

    • Jen says

      I am so glad it was such a hit! It freezes fairly well because the base is a roux and the recipe uses evaporated milk instead of all milk or heavy cream. When frozen it can become slightly grainy and lose some of the creaminess, so if you are making this recipe specifically to freeze, I suggest using all evaporated milk and reducing the pasta so the recipe remains creamy.

  5. Laura P says

    Delicious!!! I brought this over to a big family BBQ and everyone loved it! Multiple compliments from people who claim to be a Mac & Cheese connoisseurs. The only tricky thing about this recipe is that when taking it to a big gathering you can’t fully prep it and then throw it in the oven. I highly recommend the recipe and will definitely keep it in my rotation!

    • Jen says

      Yay! I am so glad this has been such a hit!!

  6. Nicole says

    Made this for a family wedding this past weekend because my SIL loves this Mac and cheese. I 6x the recipe for about 80 people and it made 2 big pans that go on sternos. I made the sauce and pasta the day before and kept it separate and baked it for about an hour after heating the sauce. I was so worried it would be overcooked but it was great!

    • Jen says

      Wow I am honored that it was part of the family wedding, and so happy it turned out great! Multiplying any recipe by 6 is no easy feat. Thanks for sharing!

  7. Lee Ann Osburn says

    Unbelievably delicious! Cheesy, creamy goodness with an amazing crunchy topping! I have finally found my go to mac & cheese recipe! Thanks, Jen!!

    • Jen says

      Thank you! I am so glad it will be a repeat!

  8. Pamela says

    I have been making this recipe now for a few years and it has become my holiday staple, everyone calls me to bring this dish and there is never any left for leftovers! I would like to thank you!! because of this dish I am a mini star in my family LOL

    • Jen says

      I’m thrilled that this recipe has brought you stardom haha! Happy to hear that it has become a staple!

  9. Joyce says

    Delicious recipe. Followed recipe but had no whole milk used half n half woth the canned evaporated milk. Followed all other ingredients and was delicious. Next time O will have deli slice provolone cheese thinner. Flavors were fantastic did the bread crumb topping. Husband does not like mac n cheese and loved this as did all the Thanksgiving guests. Will make ot again and again

    • Jen says

      Yay! I’m so glad that this was a hit for you and your guests!

  10. Kori says

    I have been making this mac for years everyone loves it. I was wondering if I could replace the sour cream with something else?

    • Jen says

      I’m so glad that it’s been a favorite! Sour cream is important for the creaminess, but you could experiment and substitute it with full-fat yogurt, cream cheese or ricotta.

  11. Mary says

    Can’t wait to make this as a side dish for Easter dinner! Wondering if you – or any reader – ever made it using gluten-free pasta? Barilla makes GF pasta that has good reviews, but I’ve never had it. Obviously, I would leave off the panko topping if I go the GF route.

    • Jen says

      It will work perfectly with gluten free pasta and gf flour! Hope you enjoy!

See More Comments