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Million Dollar Mac & Cheese

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close up shot of Million Dollar Mac and Cheese in a baking dish with a serving being picked up with a large spoon
Ooey gooey and baked to bubbling perfection, this million dollar mac and cheese is the best recipe around.
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Table of Contents
  1. Million Dollar Mac And Cheese Ingredients
  2. Substitutions And Additions
  3. How To Make This Million-Dollar Mac And Cheese Recipe
  4. Troubleshooting this Mac and Cheese Recipe
  5. How To Serve
  6. Storage
  7. Why We Love This Recipe
  8. More Recipes You’ll Love
  9. Even More Easy Recipes
  10. JUMP TO RECIPE

Supremely ooey-gooey, this million-dollar mac and cheese are the stuff dreams are made of. The ultimate in comfort food with three different kinds of cheese and a crunchy panko topping, you can’t find a better mac and cheese recipe.

close up shot of Million Dollar Mac and Cheese in a baking dish with a serving being picked up with a large spoon

Million Dollar Mac And Cheese Ingredients

Million Dollar Mac and Cheese raw ingredients that are labeled
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If you’re looking for a mac and cheese dish that’s worth its weight in gold, million-dollar mac and cheese is definitely worth a try.

This decadent dish is the perfect combination of creamy, salty, and savory flavors that will leave your taste buds feeling indulged.

Made with a combination of gooey cheddar and parmesan cheeses, crispy bacon, and a breadcrumb topping, million-dollar mac and cheese provides a contrasting texture in every bite.

You’ll need:

For The Mac And Cheese: 

  • 1 (16-ounce) box of cavatappi noodles
  • 2 cups of whole milk
  • 2 cups of half & half
  • ¼ cup plus 2 tablespoons of unsalted butter, room temperature
  • ¼ cup of all-purpose flour
  • 2 cups (8-ounce block) of shredded sharp yellow cheddar cheese
  • 2 cups (8-ounce block) of shredded Monterey jack cheese
  • 2 cups (8-ounce block) of shredded Gruyère cheese
  • 1 cup of sour cream
  • 1 tablespoon of Dijon mustard
  • 2 teaspoons of seasoning salt (I use Lowry’s)
  • 1 teaspoon of dried parsley
  • ½ teaspoon of black pepper

For The Topping:

  • 1 cup of panko bread crumbs
  • 3 tablespoons of unsalted butter, melted
  • 1 teaspoon of dried parsley
  • ½ teaspoon of kosher salt

PRO TIP:

You can use all whole milk OR all half & half in this recipe if you would like. The all half & half version will be very rich and indulgent. 

Substitutions And Additions

CHEESE: If you can not find Gruyère cheese in your local store, you can substitute Swiss cheese in its place. They are very similar, and both go very well with sharp cheddar cheese.

We do not recommend using pre-shredded cheese as it won’t melt as well. Opt for block cheese and grate it yourself.

PASTA: I like to use cavatappi noodles for this dish, but you can substitute penne or mostaccioli rigatti.

These are all short kinds of pasta that are sturdy and can hold up to this very hearty cheese sauce. Noodles like elbows and shells are just too delicate for this dish.

BACON: Adding small pieces of crumbled bacon to mac and cheese is always a good idea.

TOPPING: Add a sprinkle of parmesan cheese for even more cheesy goodness.

SPICE: Add a bit of spice to this already amazing dish. A dash of hot sauce, a sprinkle of cayenne pepper, or red pepper flakes would all work.

You could also try mixing jalapeno jack cheese into your cheese mixture to kick up the heat.

How To Make This Million-Dollar Mac And Cheese Recipe

This indulgent mac and cheese recipe consists of cooking the pasta and the sauce before combining them together.

Spread the mixture in a baking dish and top with plenty of decadent toppings before baking in the oven until nice and gooey.

STEP ONE: Preheat the oven to 350°F. Using a pastry brush, in a 4-quart casserole dish, butter the bottom and up the sides of the dish with two tablespoons of room-temperature butter. Set aside.

STEP TWO: In a large stockpot, boil your cavatappi noodles for eight minutes or only until al dente.

Since the pasta will continue to cook in the oven, you don’t want it to become mushy.

To check if pasta is al dente, taste a piece after the minimum suggested cooking time.

It should be firm, offering a bit of resistance when bitten, but not hard or crunchy.

Visually, al dente pasta appears slightly translucent with a tiny white dot at the center, indicating a slightly uncooked core that will continue to cook from residual heat.

Once cooked, drain the noodles and return them to your stockpot.

cooked cavatappi noodles in a strainer

OUR RECIPE DEVELOPER SAYS

Al dente is the ideal consistency for pasta. The pasta will be tender and will still have a slightly firm texture when you bite into it.

STEP THREE: While your noodles are boiling, start your cheese sauce. In a large saucepan, on medium-high heat, melt your remaining quarter cup of butter.

Add the flour and whisk until all the flour has been incorporated with the melted butter and gets light brown in color.

melted butter and flour whisked in a pot

When making this roux (butter and flour mixture), ensure the flour is fully incorporated into the melted butter before adding the liquid.

This helps prevent lumps.

STEP FOUR: While whisking your butter and flour, slowly pour in your whole milk and half & half.

Make sure you whisk constantly to ensure that you do not have any lumps in your cheese sauce.

whole milk and half and half being whisked together with the ingredients in a pot

STEP FIVE: Add your Dijon mustard, seasoning salt, dried parsley, and black pepper to your milk mixture.

Continue to cook your sauce for six to eight minutes and whisk to make sure that you do not burn your milk mixture.

seasonings whisked into the pot of ingredients

STEP SIX: Once the milk mixture has thickened, turn off the heat and add your shredded sharp yellow cheese and shredded Monterey jack cheese.

You will not want to add your cheese all at once, but in one cup portions at a time so that as you whisk it in, you are creating a smooth cheese sauce.

cheeses being whisked into the pot of ingredients

STEP SEVEN: Once all your sharp yellow cheddar and Monterey jack cheese are incorporated and your sauce is smooth, pour it into your stockpot with your cooked macaroni. Stir to coat evenly.

sauce being poured on cooked noodles and mixed together in a pot

STEP EIGHT: Spoon half of the macaroni noodles into your prepared casserole dish.

Sprinkle, in an even layer, 1½ cups of your shredded Gruyère cheese on top of the macaroni.

Next, you will want to dollop your sour cream over the top of your shredded Gruyère cheese and smooth it out into an even layer of sour cream.

STEP NINE: Add the remaining cheesy noodles to your casserole dish and top evenly with the remaining half cup of shredded Gruyère cheese.

noodles being poured into a casserole dish and sprinkled with gruyere cheese

STEP TEN: In a medium-sized bowl, combine all of your topping ingredients so that they are mixed well.

STEP ELEVEN: Evenly sprinkle this topping mixture over your mac & cheese mixture.

topping mixture being sprinkled over Mac and cheese in a casserole dish

STEP TWELVE: Bake your million-dollar mac & cheese for 30 minutes or until it is golden brown and the cheese sauce is bubbly.

Keep a close eye on the mac and cheese while it’s baking. Oven temperatures can vary, so start checking a bit before the suggested baking time is up.

Mac and cheese being baked in a casserole dish

STEP THIRTEEN: Once baked, allow your million-dollar mac and cheese casserole to rest on the counter for 10 to 15 minutes before serving.

This helps the cheese sauce to set a bit and makes serving easier.

Troubleshooting this Mac and Cheese Recipe

My sauce has lumps in it – The process of making the cheese sauce requires careful attention.

Make sure to whisk the flour and butter mixture while slowly pouring in the milk and half & half.

This step is crucial to avoid lumps in the sauce. Also, the cheese should be added gradually to create a smooth sauce.

You can fix it by whisking it vigorously over low heat, which can help melt any lumps and break them up.

If the lumps persist, consider transferring the sauce to a blender and blending it until smooth, but remember to do this in small batches and be careful as the sauce will be hot.

As a last resort, you can strain the sauce through a fine-mesh sieve to remove any remaining lumps, resulting in a smooth sauce, although you might lose some volume in the process.

My pasta is overcooked (too mushy) – The recipe emphasizes that the pasta should be cooked to al dente.

This means it should still have a slightly firm texture. Overcooking the pasta leads to a mushy final product.

My cheese didn’t melt properly – It’s important to note that pre-shredded cheese is not recommended as it often contains preservatives that can interfere with the melting process.

My sauce is too thick – If your cheese sauce becomes too thick, you can thin it by adding a bit more milk.

Add the milk a little at a time, stirring well after each addition, until you reach your desired consistency.

How To Serve

Whether you’re serving it as a main dish, a side, or a component in another meal, this million-dollar macaroni and cheese casserole is best served hot for that ooey-gooey cheesy goodness.

This versatile dish, with its creamy texture and rich blend of cheeses, can be the star of a meal or play a supporting role, blending harmoniously with a variety of flavors.

A crisp, fresh side salad (or Caesar salad) provides a light, refreshing contrast to the rich, creamy mac and cheese.

The smoky flavor of grilled vegetables or the caramelized sweetness of roasted vegetables can complement the creamy mac and cheese beautifully. Our roasted potatoes or roasted broccoli would make excellent choices.

The robust flavors of grilled steak or BBQ pulled pork (or pulled chicken) go great with rich mac and cheese.

Don’t forget a loaf of garlic bread or pull-apart garlic bread to mop up the cheese sauce on your plate.

We love mac and cheese around here. Check out our other recipes and decide which one you like the best! Try our crockpot mac and cheese and our chili mac for two solid choices.

Storage

This is a great meal to keep in the freezer for a busy night. Or even better, make two and enjoy one while saving the other one until later.

MAKE AHEAD: This million dollar mac and cheese recipe can be prepared in advance, making it a convenient option for busy days.

To do this, follow the recipe up until the point of baking. Once you’ve assembled the mac and cheese in the baking dish, allow it to cool completely.

Then, cover it tightly with plastic wrap or aluminum foil and refrigerate.

IN THE FRIDGE: Leftover mac and cheese can be stored in the refrigerator for up to three days.

Make sure to let the dish cool completely before transferring it to an airtight container.

To maintain the best quality, try to store the leftovers in a single, shallow layer rather than stacking them, as this can help the mac and cheese cool and reheat more evenly.

IN THE FREEZER: If you want to freeze the mac and cheese, let it cool completely after cooking, then transfer it to a freezer-safe container or heavy-duty freezer bag.

It can be stored in the freezer for up to three months.

REHEATING: There are several ways to reheat the mac and cheese. If you’re reheating a single serving, the microwave is a quick and easy option.

Place the mac and cheese in a microwave-safe dish, and cover it with a microwave-safe lid or microwave-safe plastic wrap.

Heat it on medium power for 1-2 minutes or until heated through, stirring once or twice for even heating.

If you’re reheating a larger amount, you can use the oven.

Preheat the oven to 350°F (175°C), cover the mac and cheese with aluminum foil to prevent it from drying out, and bake for 20-30 minutes or until heated through.

If the mac and cheese was frozen, make sure it has been thawed in the refrigerator overnight before reheating.

close up overhead shot of a serving of Million Dollar Mac and Cheese on a plate

Why We Love This Recipe

ULTRA-CHEESY: This recipe boasts an abundance of creamy, gooey cheese, creating a luscious and indulgent mac and cheese that’s every cheese lover’s dream. It’s the ultimate comfort food.

RESTAURANT QUALITY: The combination of high-quality cheeses and seasonings in this recipe results in a flavor profile that rivals what you’d find in a top-notch restaurant.

EASY TO PREPARE: Despite its gourmet taste, this mac and cheese is surprisingly easy to make. The straightforward instructions and readily available ingredients ensure that you can whip up this delicious dish with ease.

Cheese lovers rejoice, this million-dollar mac and cheese with its delicious cheese sauce and panko crumbs on top will undoubtedly become your favorite mac and cheese recipe.

FREQUENTLY ASKED QUESTIONS

Can I prepare this recipe in advance?

Yes, you can prepare mac and cheese up to the point of baking and then cover and refrigerate it for up to a day in advance. When you’re ready to serve, bake it as directed, adding a few extra minutes to the baking time since it will be starting from a colder temperature.

Can I freeze this macaroni and cheese?

This easy mac and cheese recipe can be frozen for up to three months in an airtight container.

How do I spice up my mac and cheese?

Adding some hot peppers such as jalapeños, a dash of red pepper flakes or cayenne pepper, or a spicy cheese would be great ways to make your dish spicier.

Why did my cheese not melt properly?

If you are using pre-shredded cheese, it comes coated with a preservative. It is best for this recipe to shred your own cheese.

What can I serve with mac and cheese?

Mac and cheese pairs well with a variety of dishes. You can serve it with a side salad, roasted vegetables, or grilled chicken for a complete meal. It also makes a great side dish for BBQ or grilled meats.

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close up shot of Million Dollar Mac and Cheese in a baking dish with a serving being picked up with a large spoon

Million Dollar Mac and Cheese

5 from 60 votes
Ooey gooey and baked to bubbling perfection, this million dollar mac and cheese is the best recipe around.
Prep Time 15 minutes
Cook Time 30 minutes
Total Time 45 minutes
Servings 8

Ingredients
  

Mac and Cheese

  • 16 ounces Cavatappi noodles
  • 2 cups whole milk
  • 2 cups half & half
  • ¼ cup unsalted butter, room temperature (plus 2 tablespoons)
  • ¼ cup all-purpose flour
  • 2 cups sharp yellow cheddar cheese, shredded (8-ounce block)
  • 2 cups Monterey jack cheese, shredded (8-ounce block)
  • 2 cups gruyère cheese, shredded (8-ounce block)
  • 1 cup sour cream
  • 1 tablespoon Dijon mustard
  • 2 teaspoons season salt, I use Lowry’s
  • 1 teaspoon dried parsley
  • ½ teaspoon black pepper

Topping

  • 1 cup panko bread crumbs
  • 3 tablespoons unsalted butter, melted
  • 1 teaspoon dried parsley
  • ½ teaspoon kosher salt

Instructions
 

  • Preheat oven to 350°F. Using a pastry brush, in a 4-quart casserole dish, butter the bottom and up the sides of the dish with the 2 tablespoons of room temperature butter. Set aside.
  • In a large stockpot, boil your cavatappi noodles for 8 minutes. Once cooked, drain them and return them to your stockpot. While your noodles are boiling, start your cheese sauce.
  • In a large saucepan, on medium-high heat, melt your remaining ¼ cup of butter. Add the flour and whisk until all the flour has been incorporated with the melted butter and gets light brown in color.
  • While whisking your butter and flour, slowly pour in your whole milk and half & half. Make sure you whisk constantly to ensure that you do not have any lumps in your cheese sauce.
  • Add your Dijon mustard, season salt, dried parsley, and black pepper to your milk mixture. Continue to cook your sauce for 6 to 8 minutes and whisk to make sure that you do not burn your milk mixture.
  • Once the milk mixture has thickened, turn off the heat and add your shredded sharp yellow cheese and shredded Monterey jack cheese. You will not want to add your cheese all at once, but in 1 cup portions at a time so that as you whisk it in, you are creating a smooth cheese sauce.
  • Once all your sharp yellow cheddar and Monterey jack cheese is incorporated and your sauce is smooth, pour it into your stockpot with your cook and drained noodles. Stir to coat evenly.
  • Pour half of your cheesy noodles into your prepared casserole dish. Sprinkle, in an even layer, 1½ cups of your shredded gruyère cheese.
  • Dollop your sour cream over the top of your shredded gruyère cheese and smooth it out into an even layer.
  • Add the remaining cheesy noodles to your casserole dish and top evenly with the remaining ½ cup of shredded gruyère cheese.
  • In a medium-sized bowl, combine all of your topping ingredients so that they are mixed well. Evenly sprinkle this topping mixture over your mac & cheese mixture.
  • Bake your million dollar mac and cheese for 30 minutes or until it is golden brown and the cheese sauce is bubbly.
  • Once baked, allow your million dollar mac and cheese to rest on the counter for 10 to 5 minutes before serving.

Notes

  • You can use all whole milk OR all half & half in this recipe if you would like. The all half & half version will be very rich and indulgent.
  • Al dente is the ideal consistency for pasta. The pasta will be tender and will still have a slightly firm texture when you bite into it.
  • It’s best to grate your own cheese rather than use the pre-grated version in the bag. That’s because it usually has a preservative on it, which means it doesn’t melt as well.

Nutrition

Calories: 871kcal | Carbohydrates: 58g | Protein: 37g | Fat: 55g | Saturated Fat: 33g | Polyunsaturated Fat: 3g | Monounsaturated Fat: 15g | Trans Fat: 1g | Cholesterol: 161mg | Sodium: 1320mg | Potassium: 430mg | Fiber: 2g | Sugar: 6g | Vitamin A: 1616IU | Vitamin C: 1mg | Calcium: 944mg | Iron: 2mg
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Proudly Prepared by the Spaceships Kitchen

This recipe was developed, tested, cooked and photographed by the Spaceships Kitchen. From our dinner table to yours, we hope you think it's out of this world!

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  1. Donna @ Modern on Monticello says

    5 stars
    Mac-and-cheese is one of my favorite comfort foods. Now that the kids are grown we no longer make any of the box versions and they prefer wonderful recipes like this one instead. Pinned this one to try out soon. I will also be featuring this post this week at the party. Thanks for sharing. #HomeMattersParty

  2. Charlie says

    5 stars
    I’ve been experimenting with different Mac n cheese recipes lately and I’m currently half way through making this for dinner tonight. I just finished the roux and cheese mix and added the cavitappi…it’s already to die for! Can’t wait to finish layering it up with the Gruyère and sour cream and Pablo topping. I sautéed some lump crabmeat with garlic butter and old bay for those in my family who wish to add on and I’m serving with stuffed clams. I also got some fresh sliced sourdough panini bread to make Mac grilled cheesesteaks with our leftovers!!

  3. Angelina says

    5 stars
    I’ve been searching for the best breaded mac and cheese and finally found it. This recipe is amazing. I made it for the first time today for a work Christmas party and it was gone within minutes! Some were upset cause they heard how great it was and wasn’t able to get any it went so fast! I would definitely recommend. This is going to be my new go-to recipe each and every time!

  4. Amy says

    I haven’t made this yet but am looking forward to it! My question is: would it be just as good without the sour cream? My MIL really dislikes sour cream.

  5. Rachel says

    Can you provide more instruction for freezing this meal? Do you fully cook it first, then freeze? Do you have to fully thaw then bake with normal baking instructions?

    • Layne Kangas says

      Hi, Rachel – I would follow the recipe and then freeze. I would thaw overnight in the fridge and bake according to the instructions when ready to serve. Enjoy!

  6. Steve Ney says

    5 stars
    I made it for my Birthday and the whole family loved it. I used Swiss in place of Gruyère. It was cheesy and delicious.

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