Introduction

Oh, Macaroni and Cheese! Just thinking about it brings back so many warm memories, doesn’t it? Whether it was a special occasion, a chilly evening, or just a treat from Mom, that creamy, cheesy goodness always felt like a hug in a bowl. Today, we’re recreating that magic with a recipe that’s so incredibly decadent, it’s earned the name “Million Dollar Macaroni and Cheese Casserole.” And guess what? It’s surprisingly simple to make and comes together faster than you might think. Get ready to impress yourself (and everyone you share it with!) because this is the mac and cheese of your dreams.

Why You’ll Love This Recipe

Fast: Even with baking time, this casserole is surprisingly quick to get on the table, making it perfect for weeknights.
Easy: Seriously, it’s mostly whisking and stirring! You don’t need to be a gourmet chef for this one.
Giftable: Imagine bringing this bubbling dish to a potluck or a friend’s house – it’s always a guaranteed hit and shows you really care.
Crowd-pleasing: From picky eaters to seasoned foodies, everyone falls head over heels for this creamy, dreamy mac and cheese.

Ingredients

Let’s gather our treasures for this culinary masterpiece! Don’t worry, these are all pretty common pantry staples, with a few special additions that make this mac and cheese truly “million dollar.”

1 pound cellentani pasta (or rigatoni, penne, or macaroni): I love cellentani because its corkscrew shape really holds onto that amazing cheese sauce! But any short pasta will work beautifully.
4 tablespoons butter: Our creamy sauce starts here, giving it a rich foundation.
1/4 cup all-purpose flour: This is our thickening agent, working with the butter to create a luscious roux.
3 cups milk: Whole milk will give you the creamiest result, but 2% is fine too!
1 (12 oz.) can evaporated milk: This is a secret weapon for extra creaminess and a smoother sauce. It’s a game-changer!
1 tablespoon cornstarch: A little extra insurance for a perfectly thick sauce that won’t break.
1 tablespoon Dijon mustard: Don’t skip this! It adds a subtle tang that cuts through the richness and elevates the cheese flavor.
1 tablespoon chicken bouillon: This might sound unusual, but it adds a depth of savory flavor that makes this mac and cheese taste like it simmered for hours.
1 teaspoon onion powder: For that foundational savory goodness.
1 teaspoon garlic powder: Because what’s mac and cheese without garlic?
1 teaspoon dried parsley: A touch of green for visual appeal and a hint of freshness.
1 teaspoon salt: To enhance all those wonderful flavors.
1/2 teaspoon pepper: A classic pairing with cheese.
1/4 teaspoon red pepper flakes (optional): If you like a tiny kick of heat to balance the creamy richness, add these!
4 cups freshly grated sharp cheddar cheese: Freshly grated melts so much better than pre-shredded, trust me on this! Sharp cheddar gives a wonderful bite.
6-8 slices provolone cheese: This adds an amazing meltiness and a slightly nutty, mild flavor that complements the cheddar perfectly.
1 cup sour cream: For that undeniable tang and extra velvety texture.
1 cup freshly grated Parmesan cheese: To sprinkle on top for a delightful salty crunch and umami boost.

Optional Panko Topping:

3/4 cup panko breadcrumbs: For a crispy, golden crown on your casserole.
2 tablespoons butter, melted: To help the panko get golden and delicious.
1 tablespoon extra virgin olive oil: Adds a nice richness and helps the breadcrumbs toast up perfectly.

How to Make It

Alright, apron on? Let’s get cooking! You’ll be amazed at how this comes together.

Cook your pasta: Get a big pot of salted water boiling and cook your chosen pasta according to the package directions until it’s al dente. That means it should still have a little bite to it, as it will continue to cook in the oven. Drain it well and set it aside.
Preheat your oven: Get your oven fired up to 375°F (190°C). We want it nice and hot to get that beautiful golden crust.
Start the sauce: Grab a large saucepan and melt your butter over medium heat. Once it’s bubbly, whisk in the flour. Cook and whisk for about 1-2 minutes. You’re looking for a pale golden color – this is your roux, the magic base of our sauce!
Add the liquids: Slowly whisk in the milk and the evaporated milk, a little at a time at first, to make sure you don’t get any lumps. Keep whisking until the sauce is smooth and starts to thicken slightly.
Cornstarch magic: In a small bowl, mix your cornstarch with a tablespoon or two of the warm sauce until it’s smooth and there are no lumps. Then, stir this mixture back into the main sauce. This helps ensure a wonderfully thick and creamy sauce.
Flavor bomb! Now for all those amazing seasonings! Stir in the Dijon mustard, chicken bouillon, onion powder, garlic powder, dried parsley, salt, pepper, and red pepper flakes if you’re using them. Keep stirring until the bouillon dissolves and the sauce has thickened to your liking. It should be wonderfully creamy!
Melt the cheese: Take the saucepan off the heat. Now, stir in your grated cheddar and provolone cheeses, a handful at a time, stirring until each addition is melted and the sauce is luxuriously smooth and cheesy. Oh, the aroma!
Get it all together: Gently fold in the sour cream until it’s fully incorporated. This adds that extra layer of creaminess and tang.
Combine everything: Add your drained, cooked pasta to the glorious cheese sauce. Stir gently until every single piece of pasta is coated in that cheesy goodness.
Assemble and bake: Pour this beautiful pasta mixture into a 9×13 inch baking dish. Sprinkle the top evenly with your freshly grated Parmesan cheese.
Optional crispy topping: If you’re going for that Panko crunch, in a small bowl, combine the panko breadcrumbs, melted butter, and olive oil. Toss them around until the breadcrumbs are evenly coated. Sprinkle this mixture over the macaroni and cheese.
Bake to perfection: Pop that dish into your preheated oven and bake for 20-25 minutes, or until the top is beautifully bubbly and golden brown.
Rest and serve: Let your magnificent mac and cheese casserole stand for about 5-10 minutes before serving. This allows the sauce to set up a bit, making it even more delicious.

Substitutions & Additions

This recipe is fantastic as is, but it’s also a wonderful canvas for your creativity! Feel free to play around:

Cheese: Swap out some of the cheddar or provolone for Gruyere, Monterey Jack, or even a touch of smoked Gouda for a different flavor profile.
Protein: Add some cooked, diced ham, shredded chicken, or crispy bacon to make it a complete meal.
Veggies: Stir in some steamed broccoli florets, peas, or sautéed mushrooms for added color and nutrients.
Spice: If you love a kick, a pinch more red pepper flakes or even a dash of hot sauce in the cheese sauce will do the trick.
Pasta shape: While cellentani is great, feel free to use elbow macaroni, shells, or rotini. Just make sure it’s a shape that holds sauce well.

Tips for Success

A few little pointers to ensure your Million Dollar Mac and Cheese is absolutely perfect every time:

Don’t overcook the pasta: Remember, it will cook more in the oven. Al dente is key!
Grate your own cheese: I can’t stress this enough! Pre-shredded cheese has anti-caking agents that can make your sauce a little grainy. Grating it fresh makes all the difference in smoothness.
Whisk constantly: When you’re making the roux and adding the milk, constant whisking will prevent lumps and ensure a silky smooth sauce.
Prep ahead: You can cook the pasta and make the cheese sauce a day in advance. Store them separately in the refrigerator. When you’re ready to bake, gently combine them, pour into the baking dish, add the Parmesan (and panko topping if using), and bake. You might need to add a few extra minutes to the baking time if it’s coming from the fridge.
Low and slow is fine too: If you’re worried about the top browning too quickly, you can tent it loosely with foil for the first 10-15 minutes of baking, then remove the foil to let it get golden.

How to Store It

Leftovers are a treasure! Store any remaining mac and cheese in an airtight container in the refrigerator for up to 3-4 days. To reheat, you can gently warm it in a saucepan over low heat (you might want to add a splash of milk to loosen it up) or reheat individual portions in the microwave. For a crispy topping, you can pop a reheated portion back in the oven or toaster oven for a few minutes.

FAQs

Can I make this dairy-free?

While it’s a cheese-based dish, you can explore dairy-free alternatives! Use plant-based butter, unsweetened plant-based milk (like cashew or oat), and dairy-free cheese shreds. Dairy-free sour cream alternatives can also work. The texture might be slightly different, but it can still be delicious!

Why is my cheese sauce grainy?

This usually happens when using pre-shredded cheese (due to the anti-caking agents) or when cheese is cooked at too high of a heat for too long. Always grate your cheese fresh and add it off the heat, stirring gently until just melted.

Can I freeze this mac and cheese?

Yes, you can! It’s best to freeze it before baking, or freeze leftovers. If freezing before baking, thaw it in the refrigerator overnight and then bake as directed. If freezing leftovers, thaw them completely before reheating.

Million Dollar Macaroni and Cheese Casserole

A decadent and creamy macaroni and cheese casserole that's surprisingly easy to make and a guaranteed crowd-pleaser, perfect for weeknights or special occasions.

Print Recipe Pin Recipe

Prep Time 20

Cook Time 25

Servings 8

Equipment

Large saucepan
Whisk
Small bowl
9x13 inch baking dish

Ingredients

Main ingredients

1 pound cellentani pasta or rigatoni, penne, or macaroni
4 tablespoons butter
0.25 cup all-purpose flour
3 cups milk whole milk recommended
1 12 oz can evaporated milk
1 tablespoon cornstarch
1 tablespoon Dijon mustard
1 tablespoon chicken bouillon
1 teaspoon onion powder
1 teaspoon garlic powder
1 teaspoon dried parsley
1 teaspoon salt
0.5 teaspoon pepper
0.25 teaspoon red pepper flakes optional
4 cups freshly grated sharp cheddar cheese
6 slices provolone cheese
1 cup sour cream
1 cup freshly grated Parmesan cheese

Optional Panko Topping

0.75 cup panko breadcrumbs
2 tablespoons butter, melted
1 tablespoon extra virgin olive oil

Instructions

Cook your pasta: Get a big pot of salted water boiling and cook your chosen pasta according to the package directions until it's al dente. That means it should still have a little bite to it, as it will continue to cook in the oven. Drain it well and set it aside.
Preheat your oven: Get your oven fired up to 375°F (190°C). We want it nice and hot to get that beautiful golden crust.
Start the sauce: Grab a large saucepan and melt your butter over medium heat. Once it's bubbly, whisk in the flour. Cook and whisk for about 1-2 minutes. You're looking for a pale golden color – this is your roux, the magic base of our sauce!
Add the liquids: Slowly whisk in the milk and the evaporated milk, a little at a time at first, to make sure you don't get any lumps. Keep whisking until the sauce is smooth and starts to thicken slightly.
Cornstarch magic: In a small bowl, mix your cornstarch with a tablespoon or two of the warm sauce until it's smooth and there are no lumps. Then, stir this mixture back into the main sauce. This helps ensure a wonderfully thick and creamy sauce.
Flavor bomb! Now for all those amazing seasonings! Stir in the Dijon mustard, chicken bouillon, onion powder, garlic powder, dried parsley, salt, pepper, and red pepper flakes if you're using them. Keep stirring until the bouillon dissolves and the sauce has thickened to your liking. It should be wonderfully creamy!
Melt the cheese: Take the saucepan off the heat. Now, stir in your grated cheddar and provolone cheeses, a handful at a time, stirring until each addition is melted and the sauce is luxuriously smooth and cheesy. Oh, the aroma!
Get it all together: Gently fold in the sour cream until it's fully incorporated. This adds that extra layer of creaminess and tang.
Combine everything: Add your drained, cooked pasta to the glorious cheese sauce. Stir gently until every single piece of pasta is coated in that cheesy goodness.
Assemble and bake: Pour this beautiful pasta mixture into a 9x13 inch baking dish. Sprinkle the top evenly with your freshly grated Parmesan cheese.
Optional crispy topping: If you're going for that Panko crunch, in a small bowl, combine the panko breadcrumbs, melted butter, and olive oil. Toss them around until the breadcrumbs are evenly coated. Sprinkle this mixture over the macaroni and cheese.
Bake to perfection: Pop that dish into your preheated oven and bake for 20-25 minutes, or until the top is beautifully bubbly and golden brown.
Rest and serve: Let your magnificent mac and cheese casserole stand for about 5-10 minutes before serving. This allows the sauce to set up a bit, making it even more delicious.

Notes

This recipe is fantastic as is, but it's also a wonderful canvas for your creativity! Feel free to play around with different cheeses, add protein or veggies, or adjust the spice level. For success, don't overcook the pasta, grate your own cheese, whisk constantly, and remember that you can prep ahead by cooking the pasta and making the sauce a day in advance.