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This MAC AND CHEESE CASSEROLE tastes like a million bucks! This casserole has a layer of cheese in the center, so it’s ultra creamy, extra rich, and supremely cheesy! Your friends and family are going to go nuts over this recipe!
Would you believe that the only macaroni and cheese we ate as a kid came from a box?
I was probably an adult before I had REAL mac and cheese.
I mean, I’m not super mad about…boxed mac and cheese is nothing to complain about…it’s just not the real deal. It’s like a completely different dish, you know?
This homemade baked macaroni and cheese casserole is making up for all the boxed mac I ate as a kid. It’s intensely cheesy, ultra rich, super creamy, and just loaded with cheese.
You’re going to want to make this one.
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!
How To Make:
Macaroni: While your oven is preheating bring a large pot of water to a boil and begin cooking the macaroni. Allow it to cook for one minute less than the directions on the package calls for, and then drain and set aside.
Cheese Sauce: Now for the good stuff, the homemade 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.
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.
Combine: When the cheese sauce is ready, stir in your cooked macaroni and mix well to coat the pasta in all that glorious cheese!
Go ahead and give your mac and cheese a little taste. Season with extra salt and pepper, if you think it needs it.
Layer: This macaroni and cheese casserole isn’t called Million Dollar Mac for no reason – we’re going to really take it over the top now!
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!
Spoon the remainder of the macaroni and cheese over the top.
This method creates the ultimate cheesy layer in the center. It’s absolutely divine!
Finally, you’ll make the tasty Panko topping in the next step. Don’t skip it!
Topping: Since this is a baked mac and cheese, we’re going to top things off with a little Panko for some crunch.
What is Panko?
Panko is a Japanese bread crumb that is light, airy, and crispy. It can be found in most any grocery store. We highly recommend using Panko over traditional bread crumbs in any breading recipe where you want a crispy finished product.
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. The contrast in crunchy topping and creamy, cheesy pasta is just perfect.
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.
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
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.
Serving:
Serve this baked macaroni and cheese casserole as a decadent main dish with a side salad – it’ll serve 3-4.
Or, serve it as a side dish and you’ll get closer to 6-8 servings.
Add it to your Easter or Mother’s Day menu along with my turkey meatloaf, broccoli salad, and chocolate chip cookies.
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.
Jean Krause says
Our family loves homemade Mac and cheese. Looking forward to making it for the next get together
Terri says
This sounds amazing. I would love to make and take to my mother in law.
Do you think I pre-make everything up until the baking part and travel for about 1 hour? Then bake it when I arrive at my location. I’m concerned about everything melting and pasta continuing to cook on the 1 hour trip.
Karly Campbell says
Hi Terri! I think this would be fine, but I haven’t tried that myself. I’m sure things will melt when you cover the dish, but that shouldn’t hurt anything.
Theresa says
This recipe is so good! Best Mac and cheese Iโve ever made.
Karly says
Love to hear that!
Sheri says
This was huge hit in my house!! I love all the different cheeses and so easy to make.
Karly says
Thanks, Sheri! So glad you enjoyed it!
Laura says
Hello I would like to know if you have a picture of the product that you used for the Panko bread itโs a lot options and I want to use the one that you used for this receipt thank you !
Karly says
Hi Laura! I’m not sure which one I used – we just use unseasoned panko from the store. They’re all the same. We get this brand quite a bit: https://amzn.to/3EsnKGg
CC says
Hi Karly: this dish sounds so delicious and I want to make it ! But the measurement totally confused me . It calls for 8 ounces of elbow macaroni which is not enough for how much of the other ingredients you would have to put in – and a box of it says that itโs 16 ounces – except if I put the elbow macaroni in a measuring cup a box measures out to more than 16 ounces ! So Iโm wondering – if I make it with a whole box of elbows ,how do I configure the other measurements ? Thanks if you can help ! CC
Karly says
Hello! The recipe is correct as written. 8 ounces of dry macaroni is accurate. It’s a very rich and cheesy dish.
Christina E Cooke says
I have this Mac and Cheese in the oven and it looks like a million dollars. Taking it to church today. I can’t wait to taste ?
Karly says
Hope you all love it, Christina!
Paula K says
Oh My, Ms.Karly!! This is similar to what I had as a kid. It was always a super special treat for us when Mom made Mac & Cheese.
I never had boxed mac & cheese before I moved to Arkansas! I also never had Velveeta which seems to be used a lot…personally I just don’t like it!
I never got the recipe from my Mom before she passed and this looks just like it. So I am super excited to try it. But please don’t be upset my Mom always put sliced fresh tomatoes on top of the bread crumbs with extra butter dotted around so I am going to do that everything else will be as you wrote it!!
I’m so excited to try this recipe that poor hubby (who’s sleeping right now) will be shocked when I tell him that I don’t want to go out to eat tomorrow and instead will be making this and a salad.
Karly says
Oh, I hope it’s close to your mom’s recipe! I believe Ina Garten uses bread crumbs and tomatoes on her mac & cheese too…it’s delicious! You might check her recipe if this isn’t close. ๐
Marlene Racine says
This recipe looks amazing, but do have one just like this for keto? I guess the only thing would be a substitute for the flour, I can use pork rinds for the panko and zucchini noodles for the macaroni. Thanks Karly
Karly says
Hi Marlene! I don’t have a keto version of this. We have a cauliflower mac and cheese that is delicious, but not super similar to this recipe. You can find that here: https://thatlowcarblife.com/cauliflower-mac-and-cheese/