This post may contain affiliate links. Read disclosure policy
This is the mac and cheese casserole that converts people. The secret? A hidden layer of cheese and sour cream in the middle that makes it ridiculously creamy without being complicated. It’s comfort food that actually feels special enough for company, but easy enough for a Tuesday.


It’s The Secret Center For Me.
If you grew up on boxed mac and cheese, same. I mean, I still make it every now and then for the nostalgia (and the ease, let’s be real).
But these days? I want real cheese and I want a lot of it.
Am I obsessed with our ultra creamy baked mac and cheese casserole. Yeah. Sure am.
It’s got that “how did you make this so good?” factor without requiring any fancy techniques or hard-to-find ingredients.
Intensely cheesy, ultra rich, super creamy, and just loaded with cheese.
With two layers of mac and cheese and a center layer of shredded cheese and sour cream, this is seriously the ULTIMATE mac and cheese recipe – which is why we’re calling it Million Dollar Mac and Cheese!
Love this? Try our Million Dollar Spaghetti. It’s where I got the inspo for this recipe!
3 Reasons You’ll Love This Recipe
- Seriously creamy texture – That center layer of sour cream and extra cheese creates the creamiest mac and cheese you’ve ever had. No dry, disappointing bites here.
- Uses ingredients you probably have – Cheddar, milk, butter, sour cream. The Havarti and Gruyere are nice upgrades, but we’ve got swaps if you don’t have them.
- Reheats like a dream – Most mac and cheese turns sad and dry as leftovers. This one stays creamy and delicious, making it perfect for meal prep or bringing to potlucks.

What Readers are Saying!
This was the best Mac and cheese I have ever made. I was proud to have brought this to our family Thanksgiving table. It was perfect. Everyone loved it. -Jancie
Step by Step:

Cheese Sauce: First, you’ll make a roux, which is just a fancy term for melting some butter in a saucepan and stirring in some flour until it’s all combined.
Then you’ll whisk in some milk and heavy cream to make a thick sauce. Remove that from the heat and stir in the shredded cheddar cheese, salt, and pepper until it is smooth and creamy.

Combine: When the cheese sauce is ready, stir in your cooked macaroni and mix well to coat the pasta in all that glorious cheese!
Give it a taste and adjust the seasoning as needed. A bit more salt & pepper or a dash of hot sauce can go a long way.

Layer: Pour melted butter into the bottom of a 2 quart baking dish and then spoon half of the macaroni and cheese mixture into the dish.
Next spread the sour cream over the top of the macaroni and then sprinkle on the Havarti and gruyere cheeses! Top with the rest of the mac.

Topping: Since this is a baked mac and cheese, we’re going to top things off with a little Panko for some crunch.
Mix together the Panko, melted butter, garlic salt, and parsley to make the crunchy topping. Sprinkle it over the macaroni and cheese to add a little crunch to the finished dish.

Bake: Pop the dish into a preheated oven and bake for 25-30 minutes, or until the topping is as golden brown as you’d like.
Helpful Tip!
Cheese Sauce Tips & Tricks
- After adding your liquid to the roux, keep whisking and cooking over medium heat until it’s thickened. You’re going for the consistency of a thin gravy. It should coat the back of your spoon.
- Use blocks of cheese and grate them yourself. Pre-shredded cheese has added starches which doesn’t make for the creamiest cheese sauce.
- Remove your pan from the heat before you add the cheese. Cooking the cheese in the sauce can make for a grainy sauce.
Serving Ideas
As a main dish (serves 4-6): Pair with a simple green salad or roasted vegetables. Add some protein like rotisserie chicken if you want to make it heartier.
As a side dish (serves 8-10): Perfect for holidays, potlucks, or BBQs. Goes great with grilled meats, fried chicken, or as part of a comfort food spread.
For smaller households: You can easily halve this recipe or try freezing it for another day.
How to reheat mac and cheese:
I personally believe that not many macaroni and cheese recipes can hold up to reheating, but I’m here to tell you that this one reheats like a dream.
It doesn’t dry out. It doesn’t get funky in texture. It just stays perfectly creamy and decadent.
I reheat my macaroni and cheese in the microwave, because it’s easiest and it doesn’t dry things out.
Place in a microwave safe bowl and heat in 1 minute increments, stirring every minute, until it’s heated through.

More Favorite Side Dish REcipes:


Million Dollar Mac and Cheese
Ingredients
For the mac and cheese:
- 8 ounces elbow macaroni
- 3 tablespoons butter
- 1/4 cup all-purpose flour
- 1 3/4 cup milk
- 1/4 cup heavy cream
- 10 ounces cheddar freshly grated
- 1 teaspoon salt
- 1/2 teaspoon black pepper
For layering:
- 1/4 cup melted butter
- 1/3 cup sour cream
- 3 ounces Havarti freshly grated
- 3 ounces gruyere freshly grated
For the bread crumb topping:
- ½ cup Panko bread crumbs
- 1 tablespoon butter melted
- 1/2 teaspoon garlic salt
- 1 tablespoon parsley minced
Instructions
To make the mac and cheese:
- Preheat oven to 375 degrees.
- Bring a large pot of water to a rolling boil. Cook pasta for one minute less than package directions state. Drain.
- While macaroni is cooking, melt 3 tablespoons of butter in a medium sized pot and add the flour. Cook, whisking constantly, over medium heat for 1 minute.
- Continue whisking and slowly pour in the milk and cream. Cook over medium heat for another 2 minutes until thickened and smooth.
- Remove from the heat and stir in the cheddar, salt, and pepper. Continue stirring until smooth and creamy.
- Add the cooked macaroni to the cheese sauce and stir to coat.
- Taste and season with additional salt and pepper, if needed.
To layer the dish:
- Pour melted butter into the bottom of a 2 quart baking dish. Spoon half of the macaroni and cheese over the top.
- Spread the sour cream over the macaroni and cheese. Sprinkle with the Havarti and gruyere.
- Spoon remaining macaroni and cheese over the top.
To make the topping:
- Stir together the Panko, melted butter, garlic salt, and parsley to make the bread crumb topping. Sprinkle over the macaroni and cheese.
To bake:
- Bake for 25 minutes or until the sauce is bubbly and the top is as browned as you'd like.
- Serve immediately.
Tips & Notes:
Nutrition Information:
This post was originally published in May 2018. It was updated in March 2021.










Carla says
This looks delicious, Karly, however, tell me since my husband is gluten intolerant, can I thicken the cream and milk with cornstarch instead of the flour? I’d take some of the milk and mix in some cornstarch, cook until the desired thickness.
Karly says
Hi Carla! I think you that you could, though I don’t have any experience using cornstarch to make cheese sauce like this.
Loretta Foley says
These recipes are fantastic, can’t wait to try4 them.
Janice Hawkins says
Please add what heat level to use after you add the cream and milk to get it to thicken and bubble. I just spent 30 minutes stirring on low before I got impatient and raised the heat which then worked like a charm. It was frustrating. I don’t cook a lot and rely on the specifics of the recipes to get it right.
Janice Hawkins says
Also, this was the best Mac and cheese I have ever made. I was proud to have brought this to our family Thanksgiving table. It was perfect. Everyone loved it.
Elijah Maggard says
I cannot get Roth brand cheeses where I live. Are there any nationwide brands that you could recommend a type of cheese similar to the ones you used in your recipe. Hoping to make this for Thanksgiving. Thank you!
Karly says
Hi Elijah! I would use cheddar for the Prairie Sunset and double up the Havarti and skip the butterkase. Alternately, use gruyere for the butterkase – it’s not going to taste the same, but gruyere is amazing in mac and cheese. 🙂
Janice Hawkins says
I used Swiss instead of the Butterkase and it was fantastic!
Karly says
So glad to hear that! 🙂 Hope you had a wonderful holiday!
J says
Can you reheat this in an oven?
Karly says
Yep, it will reheat just fine.
Michelle, L Cobb says
I am not surprised that companies want you to make recipes for them; your recipes are delicious, have available ingredients, and are easy to prepare. That is why this recipe surprised me. It is not your usual recipe. Using 2 cheeses I have never heard of and are unavailable in most stores is not like you. Who ever heard of a cheese called Prairie Sunset? It sounds like a painting! Please please stick to your regular great recipes, only partner with companies that are well known. You have a strong blog following, give us the Karly recipes we love.
Karly says
Hi Michelle!
Thanks for the feedback. I do appreciate it. You’re right that I do usually try to stick to well known products. Roth is pretty widely available, but I did try to describe the Prairie Sunset so you’d be able to swap it for something else. I’d recommend using cheddar and havarti, if you’re having trouble finding it or don’t want to go seek it out. This mac and cheese is GOOD – so please don’t let the fancy cheese stop you! <3
Michelle says
Thanks for your kind reply Karly, you are still tops with me!
Shellee says
Made it – my family LOVED it… question though – what’s your thoughts on making this in a crock pot? If so how long do you think & at what heat level?
Karly says
I haven’t tried this in a crockpot. If you do, I’d undercook the pasta a bit as it will get mushy fairly quickly in a crockpot. 🙂
Lauren @ Lemon & Mocha says
I was also almost an adult before I had real mac n’ cheese, too! Now we have to make up for it by eating even more of it haha Mac n’ cheese is my favorite and this version looks AMAZING!
Jenn says
OMG!!! I am making this asap! Such a mac and cheese fan and this recipe looks fabulous:)
Marvellina | What To Cook Today says
OMG! OMG! This mac and cheese is probably one of the best I’ve ever seen!! I have to agree that nothing beats homemade mac and cheese! especially one like this!
Karly says
Thank you!! Hope you give it a try!
frances says
what is prairie sunset cheese? and, is there a substitute?
Karly says
If you can’t find Prairie Sunset, I would use a mild cheddar.
Mike King says
I can buy the havarti, but not the other cheese. Any suggestions for a substitute?
Karly says
Mild cheddar and fontina should work well. 🙂
Shellee Corwin says
If I can’t find these Roth cheeses in a grocery store around me, which I’m struggling so far, what would be the best substitute cheeses to use?
Karly says
If you can’t find Roth, use a good quality cheddar to replace the Prairie Sunset. The havarti should be easy to find. Butterkase can be replaced with fontina, if you can’t find any.
Sue Gibbons says
Is there a substitute for the brand of cheese. No store sells it where I live.
Karly says
You can use any high quality cheese available in your area. I would sub mild cheddar for the Praire Sunset. 🙂
Michele {Delish Dishes from Michele} says
DROOLING! This looks so so good!!!
Karly says
Thanks, Michele! It’s seriously the best ever mac and cheese! 🙂
Sara says
Wow, this recipe is almost identical to Carlsbad Cravings Million Dollar Mac N Cheese, posted several years ago. You just changed the types of cheese. You didn’t even bother to change the name of the recipe. Give credit where credit is due.
Karly says
Hi Sara! There are tons of ‘million dollar’ recipes out there with the same basic idea of a creamy/dairy-based center. I have a million dollar spaghetti recipe here, which is where I got the idea to change it up to a mac and cheese. I always give credit where needed, but I just went and looked at the Carlsbad Craving recipe and it’s quite different than mine – they’re both mac and cheese, but the pasta, cheese, cheese sauce, method – it’s all different. Just like there are a million variations of a chocolate chip cookie, there are a million variations of mac and cheese. Good looking out though…I hate seeing people copy bloggers recipes and post them as their own. It’s happened to me on many occasions and it sucks. 🙂