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.

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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 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

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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. Dorothy Dunton says

    Hi Jen! I’ve been waiting for this one!! There is nothing I love more than a creamy, gooey mac n’ cheese and this one sure delivers! I top my mac n’ cheese with Panko, I like the contrasting texture to the creamy mix! Now I have to thaw some ribs and have a feast!

    • Jen says

      YAY! this mac and cheese would be perfect with ribs – I’m drooling at the thought of your feast! can’t wait for you to dive into all this creaminess!

  2. Jessica says

    I am drooling all over my keyboard. must make this week!!!

    • Jen says

      YAY! I am so excited for you to make this Jessica – I think it will live up to your drooling anticipation 🙂

    • Tom Smith says

      So good Jen, thanks for the recipe! Are there really skillets large enough to hold all that cheese sauce and pasta? I had to use a stock pot and make that work. My “large” skillet wouldn’t have worked for it all.

      • Jen says

        LOL! Yes there really are 😉

        • Tom Smith says

          I am making this again today, with a much larger skillet I bought just for this recipe! Overkill but I like this Mac & cheese

          • Jen says

            That’s what I like to hear, thanks Tom!

  3. Eva says

    My mom makes a similar ziti with cottage cheese and sour cream and we all love it- I can only imagine how amazing this must taste with the provolone and cheddar! My daughter is insisting I make this Macaroni and Cheese this week so I will report back!

    • Jen says

      Yes, please do! I love that your daughter is excited for you to make this – I hope it becomes a new family favorite! Thanks Eva!

    • Jen says

      That’s awesome, I love that you are making it already! I hope this is the best mac and cheese you’ve ever had!

  4. Diane M. says

    Hi Jen, I am anxious to try this recipe soon, I will be making your Honey Shrimp with Chile Butter Sauce this weekend but this mac and cheese recipe will be coming up right behind it! I did notice one little thing in step 4 of the recipe, you might want to correct the word ‘chickened’ to thickened. Thanks so much for all of your hard work creating wonderful recipes, I have printed out so many keepers from your website!

    • Jen says

      I laughed out loud at your comment – thank you for catching that – I definitely did not mean “chickened” haha! Thank you so much for trying my recipes – I love hearing you have found so many “keepers”- yay! I hope you love both the Honey Lemon Shrimp and this Mac and Cheese – can’t wait to hear what you think! Have a great weekend!

    • Jen says

      LOL – thanks Anna! I was so excited when I thought about it I had to make it right away and see if it was as good as I was hoping and thrilled when it was 🙂 hope you family loves it! Have a great weekend!

      • Meisha says

        How important is boulion??? Cause I don’t have any and it’s night before thanksgiving…

        • Jen says

          Hi Meisha, the bullion amps up the flavor but it will still be great without it. I would increase onion pwdr, garlic pwdr, dried parsley, salt by 1/4 teaspoon each. Enjoy! Happy Thanksgiving!

  5. Jenna says

    I have been thinking about this macaroni and cheese ever since you posted it yesterday and finally made it for dinner tonight – the cheesiest, creamiest mac ever and the provolone sour cream filling melts in your mouth – AMAZING! My family is already begging me to make it again!

    • Jen says

      You are just like me – I couldn’t stop thinking about this recipe before I made it 🙂 I am thrilled your whole family loved it so much – yay! I hope you can make it again and again 🙂 Thanks so much Jenna!

  6. Jennifer says

    Looking forward to trying this. For the 3c milk – whole, 2%, etc. or does it matter?

    • Jen says

      Hi Jennifer, it doesn’t matter – 2% is perfect! I hope you love it!

  7. Janet says

    Due to lactose issues I would need to omit the evaporated milk. Is there a substitute? Or would this work without any sub? Thanks!

    • Jen says

      Hi Janet! If you can still have milk, then I would increase the milk by 1 1/2 cups and increase the flour by 2 tablespoons. Hope this helps!

      • Leslie says

        Can almond milk be used instead of regular milk?

        • Jen says

          Hi Leslie, I have never used almond milk so I am not sure about the flavor but as far as cooking, you should be able to use it the same as milk. Sorry I can’t be of more help!

          • tracy says

            I have tried Mac and Cheese with unsweetened cashew milk and it thickens up REALLY well! I have never had good luck with almond milk.

          • Jen says

            THANK YOU Tracy, that is super helpful!!

  8. Leslie says

    Hello! This looks amazing! I’m assuming the chicken bouillon you refer to is granulated? Thank You 🙂

    • Jen says

      Thank you Leslie! Yes, granulated chicken bouillon 🙂

  9. Caroline says

    Living in sunny ol’ England! Our cheese differs slightly. What could I use in replacement of provolone? As we don’t get it across the pond.

    Thank you x

    • Jen says

      Hi Caroline! Any of your favorite cheeses should work just fine, but if it were me, I would go with gouda or mozzarella – hope you love it!

  10. Tunya Ragland says

    My son has been bugging me to make mac n cheese (from a box kicked up a notch). The same day my sister sent this recipe . . DELICIOUSNESS!!!! He was taking a bite and as he lifted his fork there were strings of cheese trailing back to his plate. I made stop right there so I could take a picture. The look on his face was like, Mom, would you please just let me take the bite” lol! Awesome recipe!

    • Jen says

      A picture is worth a thousand words! I love the visualization of trailing stringy cheese! I am so glad your sister sent you this recipe and that you all loved it, thank you so much Tunya!

  11. Mosaicma says

    Looks amazing! Have you ever tried freezing it?

    • Jen says

      Thank you so much! I haven’t tried freezing it but I believe it should freeze well – just be sure to cover tightly. Enjoy!

    • Lance says

      Did you try to freeze it? How did it work? I just made it, but I’m a single guy, so I would like to freeze it or refrigerate it but I’m not for sure how long.

    • Lance says

      I was wondering the same thing. I just made this and I am a single guy, so I would like to freeze some. Did you try freezing it? Did it turn out ok?

      • Holly says

        I’m not the expert here…in the past I have made these larger pasta portioned meals into much smaller portion sizes for my small family. I use 6 or so smaller containers. Freezes well!!

        • Amanda says

          OMG.. this hit my Thanksgiving Table .. and it is far better than the other recipe I have used for years.. it will now be this. My husband likes a creamy Mac and Cheese so this hits all the boxes! Thank you so much!

          • Jen says

            Thank you so much Amanda, I’m so pleased you found a new favorite mac and cheese recipe!

  12. Yer says

    This dish should be illegal!! I’m eating it as I’m writing this. So delish!! Thanks for sharing.

    • Jen says

      YAY! Thank you so much Yer, I love your comment and am so thrilled you love it so much!!!

  13. pamela stack says

    I just would like to say that this is the best mac and cheese I have ever eatin. I had it with the French dip sandwich last night and the French dip was delish too. thanks these two things are keepers in my book will be making them again

    • Jen says

      Awesome Pamela, I LOVE hearing that, thank you so much! And what a delicious dinner you had of mac and cheese and French Dips – mmmm! Thank you for making my recipes and I love your comments! Have a great weekend!

  14. Layne says

    this was really yummy. so yummy that jesse took all the leftovers to work for lunch for the week! xo

    • Jen says

      NICE! but not so nice he didn’t leave you with any 🙂 So glad you guys liked it and I hope you are feeling better!!! xo

  15. Jacqueline says

    My son and I made this last night……we ate it all…..WHAT?! I’ve made Mac n cheese that has 17 ingredients and this Mac n cheese tops that one by a Million

    • Jen says

      YES! I’m glad I’m not the only one that can eat this mac and cheese in almost one sitting and I’m so happy you loved it that much! Thanks so much Jacqueline!

  16. Ashley says

    This looks great!! Is this something you can make ahead? Refrigerate then bake? Not sure if you think it would still come out as good,

    • Jen says

      Hi Ashley, the noodles might suck up some of the sauce but I still think it would taste great!

    • Mary says

      Yes, but you have to cook it a little longer. I prepped it the night before and cooked it the next day and Jen is right about the noodles sucking up the sauce. My mac & cheese was more like a casserole, but is still tasted great. Needed an extra 10-15 min in the oven because of the time spent in the fridge the night before.

    • Traci says

      I made and baked this the night before Thanksgiving. That night I could barely stop eating it since it was the most delicious thing I’ve ever cooked, hands down! The Dijon really knocks the flavor out of the park! It was not close to as good the next day when it was heated up to serve at dinner; think about how even Kraft Mac n cheese leftovers are not the same. I would make it day of and it will be the best thing you’ve ever eaten!

  17. Shantell says

    This was amazing! I used Irish white cheddar and gouda. Topped with parmesan flakes. Followed everything else exactly as written. It was a hit. My picky kids had second helpings. My husband of 12 years (a man that wolfs his food down like caveman and never offers a compliment) stood up, gave me a hug and kiss, and stated that was the best macaroni and cheese he’s ever eaten. It’s definitely “million dollar”…thanks!

    • Jen says

      I LOVE your comment Shantell, thank you! I can just picture your husband standing up and giving you a hug and kiss – YAY! And your use of white cheddar, gouda and parmesan sounds divine! Thank you!

  18. Suanne says

    This look so unbelievably delicious! I’d like to make it for a party. Have you ever made it ahead of time?
    Is it just as good doubled/tripled? Some recipes just don’t come out as good that way for some strange reason.
    thank you!

    • Jen says

      Hi Susanne, I’m sorry for my delayed response as I am just getting back from Lake Powell without any service and I’m sure my response is too late! This recipe should be straightforward doubled or tripled without any problems. As far as making it ahead of time, some of the noodles might suck up some of the sauce so it but I think it would still be delicious! Please let me know if you went ahead and made it ahead of time – I would love to hear how it turned out, thank you!

  19. Regina says

    I made this tonight adding bacon to the mac n cheese before adding to casserole dish and OMG it was so good, my family loved it!

    • Jen says

      Hi Regina, sorry for my delayed response as I am just getting back from Lake Powell without any service. YAY, I am so happy your whole family loved it and adding bacon sounds absolutely divine! Bacon makes everything better :)!

  20. Sarah says

    Can I assemble this dish and then bake it at a later time? Like the next day?

    • Jen says

      Hi Ashley, sorry for my delayed response as I am just getting back from Lake Powell without any service. I have never tried assembling it beforehand – the noodles might suck up some of the sauce so its not quite as “saucy” but I still think it would taste great!

  21. Pam says

    Can this be made in a crock pot?? It’s much too hot to have the oven on, but it looks sooo good!

    • Jen says

      Hi Pam, sorry for my delayed response as I am just getting back from Lake Powell without any service and I am especially sorry to torture you when it is so hot! The sauce really does need to be made on the stove but I think you could layer the ingredients and cook in the crockpot until the provolone is melted instead of baking – I haven’t tried it though so I can’t guarantee its outcome – if you try it with success, please let me know. Good luck!

  22. Chris G says

    Jen, I made this recipe two nights ago, and this is HANDS DOWN the very best mac and cheese we have ever tasted! Because I was feeding six of us, which included four men (two of which are in their 20’s, work construction, and are perpetually ravenous), hubby and I decided to double it to have enough. We did serve this with BBQ’d ham steaks and steamed mixed veggies, but this was by far the star of the show! Oh, and doubling it? Not necessary! This is soooo rich and sooooo creamy that we did indeed polish off one dish, but the second was untouched that night. Usually I do not eat leftover pasta – I’m not a snob and do eat all kinds of leftovers, but pasta I wouldn’t touch – and I happily enjoyed this the next day for lunch too! My sister-in-law, who was the other fembot at the table the first night, declared that we could just eat the cheese sauce on crusty bread for dinner anytime we wanted; IT’S THAT GOOD! (We can honestly say that through experience as her and I licked the pot clean with our fingers like two little kids at an icing bowl!) My hubby of 32 years insisted I write this down immediately just in case I should ever lose the link! Thank you for sharing this amazing recipe with us….. it is truly SPECTACULAR!!!

    • Jen says

      Hi Chris, sorry for my delayed response as I am just getting back from Lake Powell without any service but I LOVED coming home to your comment – thank you! I am so honored and happy you all loved this recipe and it was “the best Mac and Cheese” you have ever tasted – even enough for leftovers and to lick the sauce – wahoo! I chuckled at your description of perpetually ravenous men and am relieved this was good and hearty enough to satisfy them 🙂 Thank you Chris!!

  23. Gayle Harvey says

    Your recipe sounds wonderful! I can’t wait to try it. I am even more impressed with your site, and your replies to your comments. You are such a warm, lovely person. I am so thrilled to have found this beautiful site!!

    • Jen says

      Hi Gayle, I have been at Lake Powell so I am a little late in my response, but thank you so much for your kind comment, YOU sound lovely! Welcome to my site, I hope you love this recipe and find many more family favorites!

  24. Dorothy Dunton says

    Hi Jen! Finally got around to making this…and in the middle of the sauce my son called for some life/job advice. Another hour later I got back to it and laughed myself silly as your original recipe said to cook the sauce until “chickened” – Gary asked me if that meant it started sprouting wings!! He has a weird sense of humor! It is finally in the oven and I am serving it with pan fried andouille sausage. I did sprinkle it with some smoked paprika before adding the parmesan/panko topping. 🙂

    • Jen says

      LOL – I love Gary’s sense of humor – sprouting wings would be the only logical explanation 🙂 And I’m drooling over the thought of this mac and cheese with your pan fried andouille sausage – mmmmmm! You are so delightful Dorothy, I would love to meet you some day! xo

  25. Sindy Montoya says

    Do you think I can incorporate frozen spinach in this recipe if so where would I incorporate it.

    Thank you

    • Jen says

      Absolutely! I would thaw it first and squeeze out any moisture. I would stir it in very last after the cheeses have melted and bake per instructions. You could also top the provolone with a spinach layer if you prefer. Hope this helps!

  26. Jessica Jones says

    Can I substitute anything for the evaporated milk? It’s the only thing I don’t have in the cabinets!

    • Jen says

      Hi Jessica! I would try substituting with heavy cream and if you don’t have that then substitute with milk and 1 extra teaspoon cornstarch. Hope that helps!

  27. Lisa says

    This looks just amazing! I’m always looking for a new Mac and cheese recipe to try. With 4 kids it’s a must! But one question: my oldest is allergic to chicken protein so I can’t use the boullion. Do you have any suggestions for a substitution?

    • Jen says

      Hi Lisa, I hope this is your new favorite mac and cheese! I would just omit the chicken bouillon and then add a little more salt to taste. Enjoy!

  28. Dorothy Dunton says

    Hi Jen! OMG I made this and had to freeze about a third of it because we were on overload! The first night we had just this, the second night I grilled some brats to go with and then we had it for lunch! So cheesy good!! How do you stay so skinny??? PS Nagi called me yesterday, she is so sweet! So excited for her to be a part of the Sydney Food and Wine Festival!!

    • Jen says

      Hi Dorothy, I just talked to Nagi today who said she talked to you – that is awesome! We need to all get on a call together 🙂 I am so happy you were able to make this mac and cheese and it sounds delicious with grilled brats – the ultimate comforting meal!

  29. Sara says

    When do you add the chocken bouillon? With the seasoning? Thank you!

    • Jen says

      Yes with the seasoning. Enjoy!

  30. Maria says

    Hi, looks amazing, but am wondering what sort of provolone you used. Here we have provolone dolce (sweet) or piccante (spicy and strong)

    • Jen says

      Hi Maria, I had to look that one up! It appears our provolone is dolce unless stated otherwise, so I would use that. enjoy!

  31. Corynne says

    Do you use powdered/dry Dijon mustard, or do you use the prepared stuff? Also, I only have chicken bullion cubes. How many of those would equate the called-for amount?

    • Jen says

      Hi Corynne, I use the prepared Dijon. I believe 1 bouillon cube equals one teaspoon so you would need 3 bouillon cubes – you might want to double check your package though to make sure. Enjoy!

  32. Naomi Roach says

    This may be a crazy question, but do you think it would be tasty preparing it like normal Mac n cheese, without the cheesy middle layer? I simply can’t afford to purchase that much cheese for a side.

    • Jen says

      Hi Naomi! It will definitely still be delicious without the cheesy middle layer – I think you will still love it without it!

  33. Amanda says

    How long do you think it will last once made? And still be delicious?? I need to make enough for 60 people and wanted to make it a few days ahead..good idea or no?

    • Jen says

      Hi Amanda! I think this would be just fine made 2 days ahead of time. I would make sure to not overcook the noodles so they don’t become soggy and soak up too much sauce in the fridge – other than that – should be pretty straightforward. Good luck on what sounds like an ambitious task – I hope you have a wonderful event!

  34. Kara says

    This was absolutely delicious! My family loved it! I’ll definitely be making it again…and again. I’m so glad I found your website. I look forward to trying more of your recipes. 😉 Thanks!

    • Jen says

      Hi Kara, I am so glad you found my website too – welcome! and I’m so happy this mac and cheese was such a hit! I hope you find lots of new family favorites here!

  35. Kristin Dale says

    I made this last night and I have to say it was the BEST weve ever had!!! My husband HATES baked macaroni and cheese because he says it’s always dry and grainy… So I’ve never made it for him. I convinced him to give this a try with me and he LOVED it! I did make some additions to make it a meal… We added some sliced andouille sausage and large shrimp right as it went into the oven. They all cooked perfectly and added a great flavor! I also subbed the red pepper flakes for Cajun seasoning. TO DIE FOR!!

    • Jen says

      Wahoo for the best mac and cheese – thank you! And I’m so glad even your skeptic husband loved it! Your additions of andouille sausage and shrimp sound divine with the Cajun seasoning and have me drooling!!! Thanks Kristin!

  36. Jules says

    This Mac n’ Cheese is DIVINE!! ALL my kids loved it (which includes teenage girls that can out eat most men, adult sons, son’s best friend, and new daughter in law). They all require that I make it for family dinners frequently! Purposely followed your recipe exactly (except that I had to use large elbow macaroni, cuz those gorgeous spiral noodles weren’t available at my store) and it was perfect! Can’t say enough great things about it.

    • Jen says

      YAY! I am thrilled everyone loved this mac and cheese and that its a new family favorite! Thanks so much Jules!!

      • Jules says

        I’ve made it a couple of times since that first time, and still crave it frequently! I finally found the spiral noodles at my store ONCE, and crazy as it sounds, they really make it even better. Sadly they weren’t at my store when I was shopping for Thanksgiving, so I’m using Rotini this time. Also trying out getting it all prepped this evening and then baking tomorrow. Sooooooooo darned excited to eat this again! Heehee!

        Happy Thanksgiving!

        • Jen says

          Hi Jules, I hope you had a very Happy Thanksgiving! I love that you love this mac and cheese so much and crave it – just like me! you have great taste 🙂 I actually had to use Rotini myself on Thanksgiving because my store was out of the Cellentani too! I hope this was a huge hit at your Thanksgiving feast and that there was enough for you to get your share – or you might just have to make it again with less people to share it with 🙂

  37. Karen says

    Hi, Jen! Wanting to make this for our Worship Team side, along with the Slow Cooker Shredded Mexican Chicken (I have made this before). Was wondering if I could make the Mac n’ Cheese the night before, refrigerate and cook the next day?

    • Jen says

      Hi Karen, yes, that should work just fine! Good luck and enjoy!

  38. Randy H. says

    Since being diagnosed as a Celiac I have not really been able to enjoy any kind of mac and cheese as I use to be able to. Gluten free recipes don’t always turn out quite like the non GF recipes. I saw your link on Facebook and thought I would read through it to see what made this one so different. I liked what I saw and knew I could make this gluten free so I tweaked the recipe by using GF Mueller’s elbows, GF Bisquick flour, GF chicken bouillon, and GF Panko bread crumbs which I omitted because it doesn’t seem to be as good of a topper for casseroles as the non GF Panko bread crumbs. Other than maybe a tad too much sour cream and using provolone next time instead of smoked Gouda, I have fallen in love with Mac n Cheese all over again! Thank you for sharing this with us all! Oh and my family absolutely LOVED it and they are not always in love with the gluten free recipes I make.

    • Jen says

      Hi Randy, I LOVE hearing that you were able to fall in love with Mac and Cheese all over again – happy dance!!! I’m so glad you were able to tweak this recipe to exactly what you need and that your family loved it too. That is awesome! I hope you are able to adapt some of my other recipes to meet your needs and that they will be just as delicious. Have a great weekend!

  39. Jessica says

    This is awesome!! I love homemade Mac and cheese and this the best one I’ve ever had. I love that it didn’t contain eggs BC I don’t like the ones that do. This is creamy cheesy deliciousness that will definitely go into my recipe rotation. Thanks for recipe!!!

    • Jen says

      Hi Jessica! I am thrilled you loved this mac and cheese and the “creamy cheesy deliciousness” :)!!! Thank you!

  40. Amelia says

    I absolutely love this recipe! Directions are super easy to follow and the finished product is just amazing! I will definitely be making this again for my family.

    • Jen says

      Awesome Amelia! I am thrilled you find it easy and delicious and a new family favorite! yay! Thank you!

  41. Cheryl says

    I just made this and now awaiting the 25-30 minutes before it comes out of the oven. My kitchen smells soooooo good and we are excited to eat it. Will let you know what me and my family thinks! Thanks for the recipe!!

    • Jen says

      You are so welcome Cheryl! I hope it tasted as good as it smelled and is a new family favorite! 🙂

  42. Ariel says

    Hi! I was wondering if the sour cream taste is very strong in this as my boyfriend and I aren’t huge fans. If so, any substitute suggestions? Also wanted to know if this could be made buffalo style- not with chicken, just a buffalo sauce?

    Thank you!

    • Jen says

      Hi Ariel, I don’t find the sour cream taste very strong – there is so much cheese that cheddar is the prominent taste. As far as buffalo style, that would be delicious! I would just add buffalo sauce to taste to the pasta sauce. Enjoy!

      • Evelyn Batista says

        Quick question can cream cheese be a substitute for the sour cream?

  43. Nj says

    If God came back to earth this mac n cheese would definitely be part of the first supper!!! My word this is literally one of the best things I have ever had the pleasure of eating. Bless you woman!!!!

    • Jen says

      this is the BEST comment ever! I am thrilled you loved it THAT much!!! Thank you so much for making my day, my week! 🙂

    • Jen says

      Hi Sam, I love hearing you have made it multiple times and love it! I’m sure your spin with butternut squash is delicious!

  44. PC says

    Your recipe sounds delishes! Have you tied making this with a slow cooker or a similar version?

    • Jen says

      Hi PC! I haven’t tried making it in the slow cooker but if you do, let me know how it goes!

  45. Melanie says

    I’m going to make this tomorrow I’m super excited. Have you ever used Gruyere in it, I’m tempted to add some, but I’m no cook so I don’t know if it would ruin the flavor?!? What do you think?

    • Jen says

      Hi Melanie, I LOVE Gruyere and would definitely add some- it will be delicious!

  46. Nicole says

    Hello! Came across this recipe and it looks amazing… but curious about subs for the chicken bouillon to make it vegetarian friendly?


    • Jen says

      Hi Nicole! There aren’t really any good substitutions for chicken bouillon- it will still be delicious without it! I would just be sure to add some extra salt to taste. ENjoy!

  47. Jessica says

    Do you ado the cooked panko breading before or after you put the mac and cheese in the oven?

      • Jessica says

        Thanks! I’m making it this weekend for Friendsgiving (^_^)

        • Jen says

          Awesome Jessica!!! Happy Friendsgiving!!

  48. Kary Hines says

    I am making a double batch of this today for about 30 high school Varsity football players!!! We are having burgers and hot dogs and i saw this and had to add it to the mix. I can’t wait to try it and know the boys will love it!!!! Thanks so so much.

    • Jen says

      Hi Kary, sorry for the delay, I have been swamped with everything Thanksgiving 🙂 It sounds like you are the hero to the varsity football team with such a delicious feast! I love that you are going above and beyond to make this for them along with the burgers and hot dogs! I hope they absolutely loved the mac and cheese and that you will be making it again and again!

  49. Jada says

    Hi there!
    Do you think you could make this ahead if you kept the noodles and sauce separated until ready to bake ? Trying to make thanksgiving go as seamless as possible . Thanks in advance !

    • Jen says

      Absolutely! I think that would work great! Happy Thanksgiving!

  50. Kim says

    Glad I came across this. I’m making it for Thanksgiving. I can’t wait to try it.


    • Jen says

      You are so welcome Kim, I hope it was a huge hit! Happy belated Thanksgiving!

  51. Laurie says

    Do you think this will work with rotini as a substitute pasta?

    • Jen says

      Hi Laurie, I think that would be fine but definitely try the Cellentani when you get a chance!

  52. Crystal says

    This is THE best mac & cheese EVER! My husband said that this is the kind of recipe that gets you invited back. My new go-to and I’ll be making it again for Christmas!

    • Jen says

      LOL! I love that comment! I am thrilled it is your new go-to and favorite enough for Christmas too! Thanks so much Crystal!

  53. LaTia Cage says

    I am CONVINCED that there isn’t anything you make that I won’t like. This is a late post, I made this recipe after the dinner rolls recipe for Thanksgiving and it was scrumptious! Mac N Cheese is big in my family (6 kids) and this was definitely a huge hit! I rave about your site any chance I get!

    Love your recipes, there is an immense amount of flavor in every one of them!

    • Jen says

      You are awesome LaTia, I LOVE your comment so so much, thank you! I am thrilled you loved the rolls and the mac and cheese and everything else you have tried! It sounds like we are foodie kindred spirits 🙂 Thank you for making my recipes and for sharing my site with others! I hope you have a very happy holiday season!

  54. Happiness says

    Taking this to a potluck tomorrow should I put it in the fridge or leave it out

    • Jen says

      It should be refrigerated. Have fun!

  55. Sunny says

    Just made this today and it is inexplicably delicious. I used vegetarian bouillon instead of chicken and mozzarella cheese instead of provolone. Never going back to regular macaroni and cheese again- thank you so much!!

    • Jen says

      Hi Sunny, I love your term “inexplicably delicious” – thank you and the mozzarella sounds like a delicious substitute! So happy this has won you over!

  56. LLP143 says

    I have been on a never ending hunt for the ultimate mac & cheese recipe for years. I believe I may have found it with this one, making this tonight as a side to a crockpot pot roast I’ve had cooking since 10am this morning. Still putting together my Christmas dinner menu, hoping to add this to the menu. Will keep you posted and am super excited to try this out!

    • Jen says

      I am so sorry for my delayed response as I have been super behind with the holidays, but thank you so much for taking the time to comment! I truly hope your hunt for the ultimate mac and cheese has ended!

  57. Chloe says

    This looks absolutely delicious, and I am planning on having this for Christmas tomorrow. With splitting Christmas up between two families and having a crazy day, I was wondering if it would be okay to make it now, refrigerate it overnight and then bake it before eating tomorrow? My Do you think the consistency would still be good, or should I just wake up and make it in the morning?

    • Jen says

      Hi Chloe, sorry I was on vacation and just now seeing this. I hope it turned out okay and that you had a very Merry Christmas!

  58. Cristyne says

    Hi Jen,

    I’ve been experimenting with mac & cheese ever since I started making it on my own. I guess I was somewhere between 8-10 years old. Of course as I got older the more creative I got. I love your recipe & I can’t wait to be able to try it. This is going to be a really strange question because I’m just an odd duck so to speak lol

    My only problem is the dijon mustard. I’m highly allergic to it, so is there some way to substitute the mustard (I can’t have any type, because it’s the seed itself I’m allergic to) or can I just omit it altogether without it being an issue?

    • Jen says

      Hi Cristyne, I hope after making mac and cheese since you were 8 that this one does not disappoint – that is super impressive:)! I would just leave the Dijon out and not try and substitute it – there are enough seasonings going on that it will still be delicious. Enjoy!

  59. Kristie says

    Hi! I am so excited to have come across your million dollar mac n cheese:) we have a pot luck lunch at church tomorrow. I am thinking of trying this in the crockpot! ! I don’t know if you will see this message today but if you do would you happen to already know if it would work ok in the crockpot? 🙂

    • Jen says

      Hi Kristie, sorry I am just now seeing this. I would have said I wouldn’t prep it in the crockpot but you could try keeping it warm in the crockpot. How did it end up going?

  60. Linda says

    Could this be somehow made “gluten free”?

    • Jen says

      Hi Linda! If you skip the panko topping and use gluten free pasta and gluten free flour. Good luck!

  61. Mathew Eapen says

    When you say salt do you mean kosher salt or regular iodized salt.

    Also when you transfer the pasta over to the cheese sauce do you just scoop it out or do you drain and rinse? Thanks!!

    • Jen says

      Hi Matthew, I mean regular table salt. You will want to drain your pasta before adding it to the cheese sauce – no need to rinse though. Hope this helps. Enjoy!

  62. Cristina says

    I really would like to make this recipe, but I don’t like sour cream and do not keep it in the house. Could you do a layer of cottage cheese instead? Have you tried this? I wonder if it would be too lumpy.

    • Jen says

      Hi Cristina, if you like cottage cheese, then I think it would be great with it! I haven’t personally tried it but I imagine it would be similar to ricotta in lasagna. Let me know how it turns out!

  63. Al says

    Best. mac. ever. Period. I’ve hunted high and low & I finally found you. Just wow. Creamy, dreamy and so easy!! Thank you soooo much for this keep for life recipe. The one and only!! I could go on!! ❌⭕❌⭕❤❤❤❤

    • Jen says

      Awesome Al! I am thrilled you finally found your one and only mac and cheese, that makes me so happy! Thank you for taking the time to comment!

  64. Linda says

    Jen this was so good! I usually save Mac and Cheese for a special once a year treat. My grandson was visiting and he is worthy of this treat. Two questions for you. Will this freeze well and what is the best way to reheat once refrigerated and after freezing. Thank you for sharing this wonderful recipe.

    • Jen says

      Hi Linda! I’m glad our grandson came in town so you could make this 🙂 Unfortunately, I don’t recommend freezing this – the texture will get funky and separate. I guess you are going to have to eat it for breakfast, lunch and dinner 🙂

  65. Linda says

    Hi Jen

    I made your beef stroganoff. Delicious! Even though I am constantly on food websites and blogs I have never taken the time to write to the author until now. It has been raining like crazy in Southern California so tonight I told my husband I would be making Smothered Baked Chicken Burritos. This is so much fun. I plan on trying them all. Which recipes are your reader’s favorites? I just found you, thank goodness, this week. I thank you from the bottom of my heart for sharing. I have worked with renal failure patients for many years. After reading your bio I was so impressed that you survived all that you must have gone through. God bless you and keep that positive attitude. It really does make a difference in the outcome. Thanks again! Oh, and I guess if the chef tells me I have to eat all that luscious mac and cheese I will have to force myself to comply. Will the stroganoff freeze well?

  66. Katie says

    Hi! I have been eyeing this recipe for a while and finally decided to make it. I realized I only have plain and seasoned breadcrumbs though. Will these work or do I need panko because I really want that crispiness!

    • Jen says

      Hi Katie, Panko is the only breadcrumb that will deliver that level of crispiness 🙂

  67. Shannan says

    I have tried so many mac and cheese recipes looking for one that actually tastes delicious and I finally found it. I made this yesterday for my son’s birthday and EVERYONE raved about it and is demanding the recipe. Thanks for finally ending my search for a delicious mac and cheese.

    • Jen says

      I’m so happy the search is over Shannan, thank you! And please tell your son Happy Birthday from me!

  68. Michelle Passos says

    This looks incredible. I can’t wait to try it! But I’d also love the recipe you mentioned for your moms marinara pasta with provolone and sour cream!

    • Jen says

      Thank you Michelle! I haven’t posted my mom’s recipe yet but I need to! Check back in a few weeks for it 🙂

  69. CHEESE GIRL says

    JEN!!!!! Couldn’t even tell you the exact search query that brought me to your blog and this recipe. All i can tell you is WOWZA. I am a HUGE cheese aficionado, and, ergo, a big time mac & cheese snob. I critically assess every “best mac &c cheese” list that comes out of my hometown (Toronto) and just can’t figure out why even the best restaurants can’t seem to nail my fave dish. They’re usually void of flavour and super dry or they just melt some marble cheese on top and call it a day. Let alone, trying to find a recipe to make the world’s best mac & cheese in my own kitchen! I’ve spent hours scouring recipes in the past and picking ones from acclaimed chefs with stellar reviews. And guess WHAT..none of them even come close to yours!!! I’ve been disappointed time & time again, til now. THE BEST MAC & CHEESE IN THE WORLD. HANDS DOWN. Thank you, thank you from the bottom of my heart and from my belly for knowing and sharing what Mac & Cheese should be. Can not WAIT to try a billion of your other recipes, you’re obviously a lady who knows really, really, really good food. If I could vote for this somehow and tell the world how much this recipe definitely blows any mac & cheese ever featured on the Food Network out of the water, I would! Love ya. I really do 🙂

    • Jen says

      I LOVE your comment so so much Cheese Girl, thank you! It sounds like you truly know your cheese and definitely your mac and cheese so I am especially honored you love my Million Dollar Mac so much and find it the best Mac and Cheese ever – whoa – seriously awesome!!! I hope you find my other recipes equally delicious – some readers all time favs are the Baked Smothered Burritos, French Dips, Sun-Dried Tomato Basil Shrimp, Slow Cooker Carnitas, Chicken in Coconut Mango Verde Sauce – just for a short list to start 🙂 Thank you so much for making my day!!!!

  70. Angie says

    I will be trying this tonight with my 11 year old stepson who wants to learn how to cook. Can’t wait to try it, looks delicious!

    • Jen says

      So fun Angie! I love that our stepson wants to learn how to cook and such a fun thing to do together – especially when the end result is this mac and cheese 🙂 Hope you both loved it!

  71. Stephanie says

    The 4 cups of cheddar- is that 4 shredded cups?

  72. Chi says

    Ooh can’t wait to try this! With only 3 people in the house to feed, I think I need to halve this recipe lol. Any idea what size pan I should use for making half?

    • Jen says

      Hi Chi! A 8″ square should do the trick! Enjoy!

  73. Courtney says

    I’m thinking of trying this yummy looking recipe, though making it gluten free. With celiac disease, there are many dishes you just have to make for yourself if you want them, because you can’t order them out anywhere. Mac and cheese is definitely one of them! I’m looking forward to trying your version with obvious GF substitutes.

    I do have a question: Do you think plain greek yogurt would work instead of sour cream?


    • Jen says

      Hi Courtney, I’m so glad you can make this gluten free, I hope you love it! I wouldn’t use Greek yogurt as it is quite tangier than sour cream and I think would throw the flavors off. If you don’t want to use sour cream, I would just leave it out instead of substitute it. Hope that helps, enjoy!

  74. Patricia says

    Making this tonight! I am so excited! Have never tried a recipe of yours that hasn’t been delicious. 🙂

    • Jen says

      I love hearing that Patricia, thank you! I hope you will love this one just as much!

  75. Ria says

    How do you keep this hot at a potluck/party? I love it when it is right out of the oven, but I want to prevent it from getting dry! Any tips?!

    • Jen says

      Hi Ria, that is a tricky one! I always cover tightly in foil then place a warm towel over it and a towel on top of that. Seems to work pretty well! You could try transferring it to a crockpot – but that could get messy 🙂

  76. Lori in NC says

    I’ve been eyeing this recipe for weeks. My husband is out of town on business, so my son and I treat ourselves to mac and cheese while he is gone. This was better than restaurant quality. The provolone/sour cream layer provided the ooey-gooey-ness my other recipes have been missing. Can’t wait to make it again.

    • Jen says

      Thank you for such an awesome compliment Lori! I’m thrilled you found this better than restaurant quality and loved the hidden layer! Thanks for taking the time to comment!

  77. Sharon says

    Love the Million Dollar Macaroni and Cheese dish. Got good reviews from my guests on it. I did not have provolone cheese and used mozzarella slices. Found I should have shredded it as it they were a little thick and did not melt well. Also, saw no need for toasting the bread crumbs as mine were Italian flavored panko crumbs. Thanks for the wonderful recipe and I hope to dazzle my family.

    • Jen says

      Awesome, so happy you and your guests loved it! Thanks Sharon!

  78. Tammy says

    Do you think it would be ok to substitute cassava flour for the regular flour and arrowroot powder for the cornstarch?


    • 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!

  79. 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!

  80. 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!

  81. 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!

  82. 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 🙂

  83. 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!

  84. 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!

  85. 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!

  86. 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!

  87. 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!

  88. 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!

  89. 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!

  90. 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.

  91. 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!

  92. 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!

  93. 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 🙂

  94. 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!

  95. Annabeth says

    What is the herb on top in the picture?

  96. 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.

  97. Lakesha says

    I made two lbs of pasta to double recipe but realized I only have one can of evaporated milk can I just use one can or should I divide the pasta and stick to the original recipe? Also don’t have chicken bullion I’m sure it’s amazing with it but I’m pretty sure I can omit that as well? ‍♀️

    • Jen says

      Hi Lakesha, you should be fine using evaporated milk and regular milk to make up the rest. You can certainly omit the chicken bouillon but you might want to add a little more salt to taste. Enjoy!

  98. Lisa says

    Can’t wait to make this but not fond of sour cream. I don’t want to lose the creaminess from it. Would cream cheese be an appropriate substitution? Or anything else you would recommend for a substitution?

    • Jen says

      Hi Lisa, I think cream cheese would be delicious!

  99. Mark says

    The best flavored Mac & Cheese I have had. I had one small issue, the sour cream broke. Any thoughts?

    • Jen says

      Hi Mark, I was on a cruise without internet for over a week and I am all sorts of behind but thank you so much for your comment! I’m so happy you loved the flavor of this mac! It is natural for the sour cream to break somewhat but you should still get the creaminess. If it really bothers you then you can try cream cheese. Enjoy!

  100. Cara says

    Can you make it a few hours ahead and then just reheat it?? Or will it not work?

    • Jen says

      Hi Cara, it is best fresh, and get’s less saucy when reheated but of course, still delicious :). If you need to make it beforehand, it would be better to prepare without baking, refrigerate, then bake when ready.

  101. Amber says

    The recipe doesn’t say how much cornstarch to use. How much have others used?

    • Jen says

      Hi Amber, it is listed in the ingredients under the evaporated milk – 1 tablespoon. Enjoy!

  102. Sandy says

    Instead of the sour cream or cream cheese could you possibly use ricotta cheese ? I really would prefer the ricotta if that is acceptable.
    This recipe I am sure is very delicious. I will be making it for sure. Thank you for sharing it with us all.


  103. Ches says

    The first time I made this, I followed the recipe to a “T”. I’ll be honest, I’m really weird, and don’t love stringy cheese. So the layer of provolone and sour cream in the middle was not my favorite. But I have been making it just as basic Mac & Cheese, and it has been a winner! I am now known for “my” Mac & cheese!

    • Jen says

      I’m so happy this is your new go-to Mac and Cheese even without the secret layer! Thanks Ches!

  104. Jackie says

    Hi Jen
    If I use extra sharp provolone cheese in this recipe, will it be too strong.

    • Jen says

      Hi Jackie, that is tough to say because I think it comes down to personal preference but I think it should be fine because it is just a single layer.

  105. Royal says

    I have to make this again. I made it once, and I thought it was good. I keep hoping for that mac and cheesse recipe that makes me remember the food a year later.

    I’m never really thrilled with mac and cheese the way others die for it. The best mac and cheese I recall was at a restaurant, Southwest Cafe, in Ct. It was a green chili mac and cheese, with a very pale creamy cheese sauce. Amazing. We haven’t caught that offering again in years. The chef is always cooking different stuff.

    I have to try this one again. Your savory recipes are consistent winner.

    • Jen says

      Thanks Royal, I hope this Mac and Cheese stops your hunt! You can certainly add diced green chiles like your restaurant mac and cheese – yum!

  106. Danielle says

    I’ve made this recipe several times and it’s by far the best Mac and cheese ever. I want to make this for thanksgiving, but due to prior obligations, i don’t think I’ll have enough time between. Has anyone ever followed the directions up until it goes into the oven, and then instead put it in the casserole crock pot? Do you think this would work or will it be dry? Thanks!

    • Jen says

      Hi Danielle, I’m so please you love this Macaroni and Cheese so much! I have never tried adding it to a crockpot, but I don’t see why it wouldn’t work. Just take care it doesn’t cook on low for too long or it will become mushy. Happy Thanksgiving!

  107. Happiness Rugumamu says

    So what’s best. Preassembled or cook and reheat. What’s best?

    • Jen says

      I don’t recommend pre-assembling (see notes), but if you need to then I would make extra sauce so it stays saucy.

  108. Jess says

    Hello. What can be used in place of evaporated milk?

    • Jen says

      You can use half and half.

  109. Lamia says

    How many ounces of cream cheese would you suggest as a substitute?


    • Jen says

      Hi Lamia, I would use 8 oz. Enjoy!

  110. Elizabeth says

    I have a question that may sound dumb. I usually use cube chicken bouillon. Is the chicken bouillon in the recipe a powdered version or something like that, found in a jar?

    • Jen says

      Not a dumb question! You can buy bouillon in the cubes or powder and they are the same thing. One bouillon cube equals one teaspoon. enjoy!

  111. Judy Reichert says

    Hi this is our favourite mac and cheese recipe. It is very popular with guests, tastes even better as leftovers and freezes great. I ensure we use freshly grated Parmesan cheese and the Panko topping is a nice touch. I make one alteration to the recipe. I use half sharp cheddar and half good quality Gouda cheese.

    • Jen says

      Hi Judy I love hearing this Macaroni and Cheese is a favorite and I LOVE your combo of half cheddar/half Gouda – Gouda is one of my favs!

    • Nikki Arvanitis says

      I used Gouda in the middle layer, this recipe is so versatile.

  112. Nancy says

    This recipe was awesome! It will be my go-to recipe for Mac n cheese.

    • Jen says

      I love hearing that, thanks Nancy!

  113. Larue (Ruby) Dean says

    Perfect, can this be freezed?

    • Jen says

      Hi Larue, I don’t recommend freezing, sorry!

  114. Amanda says

    I made this without the sour cream. I baked it at 350 for 20 minutes and then added a layer of pulled pork and topped that with French’s fried onions and baked for another 15 minutes. AMAZING! This recipe was perfect for that.

    • Jen says

      I am salivating – that sounds like an awesome variations, thanks for sharing Amanda!

  115. Sam says

    This sounds delicious! but can I leave out the sour cream (the thought of it in there is throwing me off) and it be creamy?

    • Jen says

      Hi Sam, yes you can definitely leave out the sour cream and the Mac & Cheese will still be creamy. Enjoy!

  116. Tina Shofstall says

    I will be trying this for the first time and putting it in a casserole contest at my sons work. The winner gets 2 tickets to a NFL game. My son will give to me for my husband an me to go. He just wants bragging rights. Wish me luck.

    • Jen says

      GOOD LUCK Tina! That is a huge prize! I hope your million dollar mac and cheese wins!

  117. Anjali Mathur says

    Hi Jen! I really want to make this for Thanksgiving, could I use a vegetarian bullion cube instead of chicken?

  118. 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!

  119. 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!

  120. 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

  121. 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!

  122. 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!

  123. Kate says

    Moving to NC I needed a better than great mac&cheese go to! This is it! The only change I made was a roasted garlic bouillon instead of chicken. My family requests this for every get together! Making it as we speak for the 20+ time! Thank you so much for such an easy and wicked delicious recipe!!!

    • Jen says

      Thank you so much, Kate, what a glowing review! I have been working my way through a backlog of comments and see yours somehow got lost in the mix! I am so pleased this recipe is a go-to family favorite, and your substitution of the roasted garlic bouillon sounds delicious! I appreciate you and hope you’re well!

  124. 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!

  125. 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!

  126. 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!

  127. 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

  128. 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!

  129. 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!

  130. 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!

  131. 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!

  132. 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!

  133. 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!

  134. 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!

  135. Judy Imanse says

    I want to make the million dollar mac and cheese as a vegetarian side dish for Thanksgiving. Would I ruin the dish by leaving out the chicken bouillon? Thank you.

    • Jen says

      Hi Judy, it would not ruin the dish, just make sure to season with a little additional salt to taste. Enjoy!

  136. Monica says

    Unreal. I made this for thanksgiving gathering and everyone went crazy over it. I had a couple compliment me 3 separate times and then text me a couple days later for the recipe. Everyone else at the party also asked for the recipe. My brother called my mom after and said I didn’t know my younger sister can cook like that! Lol. I didn’t use provolone or sour cream and it turned out amazing!!

    • Jen says

      LOL – now they know! Thanks so much for taking the time to comment Monica! I am loving the glowing review and thrilled everyone loved it so much!

  137. Kaila Burkitt says

    I want to try this for Thanksgiving, but want to try it in the crockpot? Is this possible?

    • Jen says

      Hi Kaila, I have not tried this recipe in the crockpot, sorry! I recommend doing a test run first.

  138. Nikita Patel says

    Hi! I love this recipe and I want to make it for a Friendsgiving this weekend because I know everyone will love it! I find that the sour cream layer curdles after it comes out of the oven? Does that happen to you too? Any tips? Thank you!!

    • Jen says

      Hi Nikita, mine is somewhere in between smooth and curdled but still tastes smooth and silky. You can try mixing softened cream cheese with sour cream instead, using cream cheese or omitting it altogether.

  139. 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.

  140. 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!

  141. 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!

  142. Nancy says

    Best Mac n cheese! Thank you!

  143. 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!

  144. Natalie says

    Can I double this recipe?

    • Jen says

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

  145. 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!

  146. 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!

  147. Jen says

    Can you please provide nutrition information?

  148. 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.

  149. 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!

  150. 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!

  151. 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.

          • Stef says

            I don’t see broccoli in the recipe

          • Jen says

            You can add cooked broccoli if you like.

    • 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!

  152. 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!

  153. 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!

  154. 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!

  155. 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!

  156. 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!

  157. 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!

  158. 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!

  159. 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!

  160. Miranda says

    Can the evaporated milk be substituted with anything?

    • Jen says

      You can substitute with half and half, enjoy!

  161. 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.

  162. 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!!

  163. 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!

  164. 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!

  165. 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!

  166. 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!

  167. 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.

  168. 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!