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
I love a hearty pasta from my One Pot Lasagna Soup to my One Skillet Cheesy Penne 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.
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.
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.
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.
Million dollar deliciousness to be exact.
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.
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 Nashville Hot Chicken, Oven “Fried” Chicken, Slow Cooker Barbecue Ribs, Thanksgiving Turkey, Brown Sugar Glazed Ham and Baked Ham with Cider Maple Glaze and the list goes on and on!
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©Carlsbad Cravings by CarlsbadCravings.com
| Prep Time | 20 minutes |
| Cook Time | 30 minutes |
| Servings | servings |
- 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
Ingredients
Panko Topping (optional)
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- 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 9x13 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.
***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 9x13 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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Tammy says
Do you think it would be ok to substitute cassava flour for the regular flour and arrowroot powder for the cornstarch?
Thanks!
Jen says
Hi Tammy, I think cassava flour would be fine but you might find you need additional olive oil/butter as it tends to absorbs more liquid. I have never cooked with arrowroot powder but found this: Replacement for Cornstarch (2 teaspoons Arrowroot flour = 1 tablespoon Cornstarch) Hope that helps!
Erika says
Could you forgo the red pepper flakes? Does it make it spicy or no? I’ve never cooked with them.
Jen says
Hi Erika, it does not make it spicy, just adds a flavor but you can definitely forgo them if you don’t have them on hand and it will still be delicious!
Erika says
Thank you!!!!
Marysue says
Jen, I just want to say this mac and cheese is incredible! The kids came home from college and gobbled it up! It is so cheesy and the long strings of cheese while your eating it is fantastic. Thanks so much for the terrific recipe.
Jen says
Thank you so much Marysue! I love hearing that even the college kids gobbled up this “grown up” version! What a comfortingly delicious meal to come home to!
Gabrielle says
This sounds amazing! However, I dislike sour cream but I have found in some recipes it simply adds creaminess, not so much flavor. So does it taste like sour cream in this, or just make it creamy? Thanks!
Jen says
I think its somewhere in between – it adds creaminess and a little taste of sour cream, but only if I’m really trying to analyze it for a non sour cream eater, otherwise I don’t think you would notice. You could always use less or Crème fraîche instead, which is less sour than sour cream. Hope that helps!
Eliza says
Hi, could you please share your baked ziti recipe please!
Thank you!!!
Jen says
Hi Eliza! I will be sharing a version this Fall 🙂
Gina says
I tested multiple man ‘n cheese recipes before my sons graduation party and this one won, hands down. I made 4 batches with 6 batches of sauce for 1.5x the sauce for each and kept them overnight in the fridge. Everyone LOVED it. So much that I’m making 3 batches this morning for a friends party and this is the third grad party my sons friends have requested that I make it for them.
ps….I cut the panko in half.
Jen says
Hi Gina, sorry for the delay as I am way behind after recovering from pneumonia, but I so appreciate your comment! I am so flattered that this was the best mac and cheese after all your taste tests and that it continues to be a favorite! I also appreciate your feedback on making 1.5x the sauce and keeping them in the fridge – super helpful! thanks Gina!
Erica N. says
This is an awesome mac and cheese recipe! Everyone absolutely loved it at the party I took it to. I put mine in a crock pot instead of in the oven and did 3 layers instead of the 2 and just omitted the bread crumb topping. It turned out great!
Thank you!
Jen says
Thank you so much Erica! I am so happy it was such a hit! And thanks for the crockpot tip – so great to know!
NOELLE says
I am so excited to make this! I’m making it tomorrow night for a family dinner. For years I’ve been making Patti LaBelle’s “Over the Rainbow Mac-N-Cheese”. However, after talking to my hairdresser today (they are absolutely a wealth of knowledge!) she told me about this recipe and how it’s been a HUGE hit with her and her friends and family over the past year. She said whenever she’s invited to a dinner party or BBQ the hostess, friends, and family request her to bring this dish every time! I am a little hesitant on using Onion Powder, Garlic Powder and Chicken Bouillon for Mac-N-Cheese, but I’m absolutely willing to give it a try! I can’t wait to report back on how it turns out! Thanks Jen for putting this recipe out there and THANK YOU Mandy for the suggestion! I’m excited! 🙂
Jen says
Hi Noelle, thank you for such an awesome comment! I love hearing the story of your hairdresser and what a huge hit its been with her family and friends! I hope you love it just as much!
Adele Aiken says
I noticed someone asked about freezing this dish and you indicated you thought it should be fine. If you were freezing it, would you freeze it before baking or after baking?
Jen says
Hi Adele, I would freeze it before baking, add the cheese on top when ready to bake and bake from frozen (don’t defrost first). Hope this helps!
Amber says
Hi Jen, I made this last night and it was a hit. The family said it was the best ever. I did notice though that my sour cream curdled (not something men would pay much attention 😉 I thought this a bit odd since the sour cream did not curdle in the your amazing Penne recipe. Any ideas, thoughts or suggestions on how to prevent that from happening the next time? I definitely plan to use this as my go to mac and cheese recipe. Thank you so much for sharing your talent with all of us.
Jen says
Hi Amber, I’m thrilled the family said it was “the best ever!” I am totally mystified why the sour cream would curdle in one recipe and not the other – sorry I am of no help!
Tara Mathew says
Oh my! I have been making different Mac & cheese recipes since my childhood. This is the best one I’ve made yet. Every time I think I’ve found a good one my kids will eat it but always comment it isn’t as good as the blue box. This is the first one ever that didn’t get that comment. In fact my daughter said “this tastes like something you’d get in Applebee’s!” Biggest compliment ever! And those cheese pulls! Wow! Like 10 inches every time!
Jen says
Thank you so much for taking the time to comment Tara! I love your comment about the cheese pulls – hahaha! I am thrilled you finally found a recipe that the family likes as much as the the blue box! I hope you find more recipes to love here!
Tiffany says
Hi! I would like to add crab meat to this. Do you crab meat will mesh well with your recipe??
Jen says
I think that would be absolutely delicious!
Arielli says
Did I do something wrong?
I had a full layer of cheese and sour cream in the middle!
I thought it had melted when I took it out but nope.
Approx how long do you need to leave it in to ensure everything has fully melted????
I had the dish in the oven for 38min…..I’m
hesitant to try this again as I have a go-to mac n cheese recipe that’s pretty great, I just wanted to try this based on the title/reviews.
It’s been a day already, can I still stick it back in the oven and hope it’ll melt??
Jen says
Hi Arielli, the provolone will melt but it will not dissolve to the point you can’t see it. Every oven is different so you will just have to base the timing on when you check it and the cheese is melted.
Emily says
On behalf of my family, thank you for this incredibly delicious recipe. The world is a better place because of it .
Jen says
Your comment made my world better Emily, thank you!! I’m thrilled its a family fav!
Chris says
This has been the “go to” dish my wife asks me to make for her. Putting a spin on it tonight with pulled pork.
Jen says
mmmmm! That sounds delicious! I’m so happy this mac and cheese is a fav!
Jessica says
I made this and the honey buffalo meatballs for my special New Years Eve dinner and they were both delicious. Provolone is not a type of cheese we are familiar with here in New Zealand but I managed to locate it at a specialty store. It was really expensive and as it seems to be a mildly flavoured cheese I might omit it next time. I also found when thickening the sauce it didn’t simmer at all, I hesitated to crank up the heat as I didn’t want to burn it but found that it thickened up just sitting on the heat without getting to the simmering stage. I packaged up the leftovers of this and meatballs into single serving containers and froze them for my dinners, I just thawed and microwaved them and I think they turn out great. I’ve never had boxed mac n cheese but I can’t imagine it could compete with this delicious recipe. I’ve bookmarked a number of your other recipes to try as well, I loved the ease of using the crockpot to make meatballs in sauce as I have never made meatballs before and it made it nice and simple for me. Thank you!
Jen says
Hi Jessica, I had no idea Provolone (or boxed mac n cheese) wasn’t very popular in New Zealand. I am glad you were able to find it though and decided whether you liked it or not! Thanks so much, I hope you continue finding recipes you love 🙂
Carlin says
I’ve been so excited to make this! I made it for dinner tonight and it did not disappoint! Everyone devoured it. I almost liked it better though before I baked it. After the sauce was done and I mixed in the noodles I snuck a bite and it was so warm and creamy and delicious! Some of the creaminess was lost after baking. I might try to serve it next time just like that and see which way we like better. An amazing recipe! Thank you!
Jen says
I’m so glad (and relieved) it did not disappoint! You can definitely make it a stove top version or to make it even creamier when baked you can add less pasta. Thanks Carlin!
Annabeth says
What is the herb on top in the picture?
Jen says
parsley:)
Andrea says
Can I make this with elbow pasta? would I do less sauce? I am wanting to feed about 24 people.
Jen says
Hi Andrea, you can definitely make it with elbow pasta. As far as sauce goes, I haven’t personally tried it, but it should be about thee same.