
This Mac and Cheese Meatloaf Casserole is the ultimate mashup comfort food. You get a hearty base of classic meatloaf topped with luxuriously creamy homemade macaroni and cheese, all baked into one bubbling casserole that is a guaranteed crowd-pleaser at family dinners or after a long day.
I first made this for a Sunday family movie night and everyone had seconds. Now it is our go-to when we want something cozy but just a little bit special.
Ingredients
- Ground beef: delivers the foundation and rich savoriness for the bottom layer
- Onion: brings a sweet and aromatic flavor make sure to finely dice for best texture
- Breadcrumbs: help the meatloaf hold together choose plain or seasoned depending on your taste
- Egg: binds everything into a tender but sliceable loaf use a fresh large egg
- Milk: adds moisture and tenderness to the meatloaf and creamy cheese sauce opt for whole milk for richness
- Salt and black pepper: season every layer use kosher salt and freshly ground pepper
- Elbow macaroni: holds the cheese sauce in every bite use a classic shape for best results
- Sharp cheddar cheese: brings out bold cheesy taste grate your own for meltier sauce
- Unsalted butter: is the base for the cheese sauce and keeps flavors balanced
- All-purpose flour: thickens your cheese sauce avoid self-rising types for best texture
- Paprika: adds a gentle smoky note to the mac and cheese
- Dry mustard: sharpens and balances the cheese flavors look for good quality ground mustard
Step-by-Step Instructions
- Prepare the Oven and Pan:
- Set your oven to 350 degrees Fahrenheit and grease a nine by thirteen inch baking dish thoroughly to prevent sticking
- Make the Meatloaf Layer:
- In a large bowl combine ground beef onion breadcrumbs egg milk salt and pepper Mix gently until just combined taking care not to overwork for a tender texture
- Shape and Parbake the Meat:
- Firmly press the meat mixture evenly into the bottom of your baking dish to form a uniform layer Bake for twenty minutes to set the base before adding macaroni
- Boil the Macaroni:
- While the meatloaf bakes cook elbow macaroni in a large pot of salted boiling water Stir occasionally until it is just al dente which ensures the pasta stays firm after baking Drain and set aside
- Start the Cheese Sauce:
- In a medium saucepan melt butter on medium heat Once melted whisk in flour and cook the roux for one minute Stir constantly for a smooth base without browning
- Thicken the Sauce:
- Slowly pour in milk while whisking evenly Cook and whisk for three to five minutes until the sauce thickens and coats the back of a spoon Stir in salt pepper paprika and dry mustard
- Melt in the Cheese:
- Add one and a half cups of the shredded cheddar into the saucepan Stir patiently until the cheese is melted fully and the sauce is smooth and glossy
- Combine Macaroni and Cheese Sauce:
- Add the cooked macaroni into the cheese sauce Mix gently to coat all pasta without breaking
- Layer Mac and Cheese Over Meatloaf:
- Spoon the cheesy macaroni evenly atop the meatloaf base in your baking dish Spread out gently for even coverage
- Top with Extra Cheese and Bake:
- Scatter the remaining cheddar evenly across the top Place back in the oven and bake for twenty five minutes until the top is golden and bubbly
- Rest and Serve:
- Allow the casserole to rest five to ten minutes before slicing This lets everything set up for clean servings

Cheddar is my favorite part for this recipe because its sharpness cuts through the richness of the meatloaf and brings everything together. I remember my youngest sneaking bites of the cheesy top before the casserole even hit the table and it always brings a smile when I serve this dish.
Storage Tips
Store leftovers in an airtight container inside the fridge for up to three days. For best results reheat casserole portions in a covered dish in the oven so the cheesy pasta stays creamy and does not dry out. You can freeze slices in sturdy freezer containers and reheat directly from frozen for an easy future meal.
Ingredient Substitutions
Ground turkey or chicken swaps easily for ground beef if you want a lighter casserole. Gluten free breadcrumbs and pasta work well but double check labels for any additives. For a switch in flavor blend in mozzarella or Monterey Jack cheese with the cheddar for a melty stretch.
Serving Suggestions
I like to pair this casserole with green vegetables like steamed broccoli or a crisp side salad for contrast. Sliced pickles make a tangy sidekick and are always a hit with kids.

Cultural Context
Both macaroni and cheese and meatloaf are American comfort food classics that shine at potlucks and weeknight tables. This recipe brings them together in one dish a fun twist that always draws nostalgic smiles from anyone who grew up with these favorites.
Recipe FAQs
- → How do I keep the meatloaf layer tender?
Mix the ground beef just until combined with the other ingredients and avoid overworking it. The addition of milk, egg, and breadcrumbs also helps retain moisture for a softer texture.
- → Can I use different cheeses for the macaroni layer?
Yes, you can substitute part of the cheddar with mozzarella or Monterey Jack for a milder, creamier cheese profile, or combine for extra depth of flavor.
- → What side dishes pair well with this casserole?
Fresh green vegetables like steamed broccoli or a simple salad add a refreshing contrast to the dish’s richness, rounding out the meal.
- → How should leftovers be stored and reheated?
Store leftovers in a covered container in the refrigerator for up to 3 days. Gently reheat in the oven to preserve texture and flavor.
- → Can I prepare this casserole ahead of time?
You can assemble the layers ahead and refrigerate before the final bake. Add a few extra minutes of baking if cold from the fridge.