
This Mac and Cheese Meatloaf Casserole combines two beloved comfort foods into one spectacular dish that will have your family racing to the dinner table. The savory meatloaf base topped with creamy, cheesy macaroni creates a meal that satisfies even the pickiest eaters while bringing gourmet flavors to a classic concept.
I first created this recipe when my children couldn't decide between meatloaf and mac and cheese for dinner. The compromise became an instant family tradition that's now requested for everything from birthday dinners to potlucks.
Ingredients
- Ground beef: provides the hearty base and rich flavor foundation. Choose 80/20 lean-to-fat ratio for the juiciest results without excess grease.
- Breadcrumbs: help bind the meatloaf while adding texture. Fresh homemade crumbs offer the best flavor but store-bought work perfectly too.
- Parmesan cheese: adds umami depth to the meatloaf layer. Freshly grated offers superior melting and flavor.
- Milk: keeps the meatloaf moist and tender. Whole milk works best but any milk you have will do.
- Ketchup: brings tangy sweetness and helps glaze the meatloaf from within. Look for brands without high fructose corn syrup.
- Egg: acts as the critical binder that holds everything together. Room temperature eggs incorporate more evenly.
- Elbow macaroni: is the classic choice for shape retention and sauce-catching ability. Cook just to al dente as it will continue cooking in the oven.
- Cheddar cheese: creates that quintessential mac and cheese flavor. Sharp or extra-sharp varieties provide the most pronounced cheese flavor.
- Butter and flour: form the roux that thickens your cheese sauce to perfect creaminess. Unsalted butter gives you better control over the final seasoning.
- Mustard powder: enhances the cheese flavor without adding visible mustard. This secret ingredient is essential for depth.
Step-by-Step Instructions
- Preheat the Oven:
- Set your oven to 350°F and take time to properly grease your 9x13 baking dish. A light coating of cooking spray or butter prevents sticking and makes serving much easier. Allow the oven to fully preheat while you prepare the components.
- Create the Meatloaf Base:
- Combine all meatloaf ingredients in a large bowl and mix thoroughly but gently. Overmixing can make the meatloaf tough so stop once ingredients are evenly distributed. Press the mixture into an even layer across the bottom of your baking dish using slightly damp hands to prevent sticking.
- Prepare Perfect Pasta:
- Bring a large pot of water to a rolling boil before adding salt. The water should taste like the sea. Add your macaroni and stir immediately to prevent sticking. Cook until just slightly firmer than al dente about 1 minute less than package directions. The pasta will continue cooking in the oven.
- Craft the Cheese Sauce:
- Melt butter in a saucepan over medium heat until foaming subsides. Sprinkle in flour while whisking constantly to create a smooth paste. Cook this roux for a full 2 minutes to eliminate raw flour taste. Add milk in a slow steady stream while continuously whisking to prevent lumps. Patience is key here the sauce needs to reach a bubbling simmer and thicken enough to coat the back of a spoon before adding cheese.
- Build the Casserole:
- Pour your cooked macaroni into the thickened cheese sauce folding gently to ensure every noodle is coated. Spread this mac and cheese mixture carefully over the raw meatloaf layer creating distinct layers. Sprinkle the additional cheese and breadcrumbs evenly across the top for that perfect golden crust.
- Bake to Perfection:
- Place the assembled casserole on the middle rack of your preheated oven. Bake for 25 minutes then check the center with a thermometer. The meatloaf portion should reach 160°F. If the top browns too quickly before the meatloaf is done cover loosely with foil and continue baking.

The mustard powder in the cheese sauce is my absolute favorite ingredient hack. My grandmother taught me this trick years ago and I've never made mac and cheese without it since. The mustard compounds enhance the cheese flavor without adding any noticeable mustard taste even my mustard-hating spouse loves it and has never detected it.
Make-Ahead Options
This casserole shines as a make-ahead meal. You can assemble the entire dish cover tightly with plastic wrap and refrigerate for up to 24 hours before baking. When ready to cook remove from the refrigerator 30 minutes before baking to take the chill off and add an extra 10 minutes to the baking time. For longer storage freeze the unbaked casserole tightly wrapped for up to 3 months. Thaw overnight in the refrigerator before baking.
Ingredient Substitutions
Ground turkey or chicken can replace beef for a lighter version though you may want to add 1 tablespoon of olive oil to maintain moisture. For a gluten-free adaptation use gluten-free breadcrumbs and pasta and ensure your flour is a cup-for-cup gluten-free alternative. Dairy-free versions work surprisingly well with plant-based milk butter and cheese substitutes. The texture will differ slightly but the comfort food appeal remains intact.
Serving Suggestions
This hearty casserole pairs beautifully with simple sides that provide textural contrast and freshness. A crisp green salad dressed with vinaigrette balances the richness perfectly. Steamed or roasted vegetables like broccoli green beans or Brussels sprouts add nutritional value and color to the plate. For extra indulgence serve with garlic bread to soak up any cheese sauce.

The History Behind Two Comfort Foods
This fusion dish brings together two iconic American comfort foods. Meatloaf gained popularity during the Great Depression as a way to stretch meat with affordable fillers while mac and cheese has roots dating back to Thomas Jefferson who brought a pasta machine from Italy to produce the macaroni. By the 1930s boxed mac and cheese became an affordable meal option during hard economic times. This casserole honors these humble beginnings while creating something greater than the sum of its parts.
Frequently Asked Questions
- → Can I use a different type of pasta?
Yes, you can substitute elbow macaroni with other pasta shapes like shells, penne, or rotini. Just make sure it's cooked al dente to hold its shape in the casserole.
- → What kind of ground meat can I use?
Ground beef works best for this dish, but you can also use ground turkey, chicken, or a mix for a lighter variation.
- → How do I make the cheese sauce smoother?
To avoid lumps, whisk the flour and butter thoroughly before adding milk gradually. Stir constantly to ensure a smooth consistency before mixing in the cheese.
- → Can this casserole be made ahead of time?
Absolutely! Assemble the casserole without baking, cover it with foil, and refrigerate for up to a day. Bake when ready to serve.
- → How can I make this dish gluten-free?
Use gluten-free breadcrumbs for the meatloaf and topping, as well as gluten-free pasta. You can also replace all-purpose flour with a gluten-free alternative in the cheese sauce.
- → Is it possible to add vegetables to this dish?
Yes, you can mix cooked vegetables like peas, spinach, or diced carrots into the mac and cheese for added nutrition and flavor.