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A close up of food, with Pizza and Cheese

Upside Down Pizza

A unique casserole that literally flips its inspiration on its head, this Upside Down Pizza has a flavorful meat and pepperoni layer, followed by a layer of melted mozzarella and is topped with a chewy popover top.
Course Main Course
Cuisine American
Keyword Upside Down Pizza, Upside Down Popover Pizza
Prep Time 25 minutes
Cook Time 30 minutes
Total Time 55 minutes
Servings 8
Calories 514kcal


Meat Mixture

  • 1.5 lb lean ground beef
  • 1/2 large yellow onion diced finely
  • 1 (24 oz) jar traditional spaghetti sauce
  • 1 (7 oz) package pepperoni chopped
  • 1 tbsp minced garlic
  • 1 tbsp Italian seasoning
  • 1 tsp salt
  • 1/2 tsp black pepper

Cheese Layer

  • 1 1/2 cups shredded mozzarella cheese

Popover Top

  • 3 large eggs room temperature
  • 1 1/2 cups whole milk room temperature
  • 2 tbsp olive oil
  • 1 1/2 cups all purpose flour sifted through mesh into bowl
  • 3/4 tsp salt
  • 1/3 cup shredded parmesan cheese


  • Preheat the oven to 400 degrees. Spray a glass 9x13 baking dish with cooking spray. Set aside.
  • In a large skillet cook ground beef over medium heat until no longer pink. Drain grease and return ground beef to the skillet and use a meat masher to break meat into small pieces.
  • Add onions and cook for 5 minutes, stirring often so they do not burn. Add minced garlic and cook for an additional 2 minutes, stirring often.
  • Add Italian seasoning, salt, black pepper, and pepperoni. Stir well and continue to cook for an additional 3-5 minutes, or until pepperoni is cooked and heated through.
  • Add spaghetti sauce to the meat mixture and stir well. Let simmer for 3 minutes.
  • Add the meat mixture to the bottom of the baking dish and spread out evenly using a rubber spatula. Top with shredded mozzarella cheese.
  • Place in the oven at 400 degrees while you combine the popover top mixture. You want your baking dish to be very hot when you pour the popover mixture into it.
  • In a separate medium mixing bowl combine sifted flour, eggs, milk, vegetable oil, and salt. Use a large spoon to mix together. Don’t over mix. (NOTE: This batter will be a bit runny and should be able to pour onto the top of the casserole)
  • Remove the baking dish from the oven and pour the bubble up top over the meat mixture, making sure to get the top all the way to the edges of the casserole dish. Sprinkle ⅓ cup shredded parmesan cheese over the top of the bubble up top and place in the oven.
  • Cook at 400 degrees for 30 minutes, or until the popover top crust has puffed up and is a deep golden brown color.
  • Remove from the oven and serve immediately.



Tip: Resist the urge to open the oven door while this is cooking, as doing so will prevent the top from rising. Make sure popover top is puffed and golden brown before opening oven door.


Calories: 514kcal | Carbohydrates: 27g | Protein: 37g | Fat: 28g | Saturated Fat: 11g | Cholesterol: 165mg | Sodium: 1687mg | Potassium: 792mg | Fiber: 2g | Sugar: 7g | Vitamin A: 720IU | Vitamin C: 7mg | Calcium: 254mg | Iron: 5mg