I just made a Macaroni Meatloaf that hides gooey mac and cheese inside a savory meatloaf so dinner becomes the one-pan miracle everyone fights over.

I’m obsessed with this Mac and Cheese Meatloaf Casserole because it’s loud, cheesy, and totally stubborn about being two dinners in one. I love how melty cheddar coats every bite and the meaty center actually satisfies the kind of hunger that pizza can’t.
I call it my secret weapon for Best Comfort Casseroles nights and it’s basically meatloaf pasta in casserole form. But the swirled textures, the crunchy top, the gooey middle, that’s the point.
I use 1 1/2 pounds ground beef and 2 cups sharp cheddar cheese, shredded and I crave it all week. No leftovers survive here ever, honestly.
Ingredients

- Ground beef: the meaty backbone, it’s what makes this dish comforting.
- Plain breadcrumbs: bind things together, and add a slight, homey texture.
- Large egg: basically glue for the meatloaf, keeps it from crumbling.
- Milk (meatloaf): adds moisture so the meat stays tender, not dry.
- Yellow onion: sweet crunch and real savory personality in every bite.
- Garlic: big flavor punch, it’s the little kick that wakes things up.
- Worcestershire sauce: umami boost, it’s that salty, tangy background note.
- Dijon mustard: a subtle zing, keeps things from tasting one-dimensional.
- Salt: brings out flavors, plain but absolutely necessary for balance.
- Black pepper: mild heat and sharpness, it livens up the mix.
- Elbow macaroni: the fun, chewy carb that makes it comfort-food cozy.
- Unsalted butter: adds richness to the sauce, makes it silky smooth.
- All purpose flour: thickens the sauce so it hugs the pasta.
- Milk (cheese sauce): creamy base, it’s what makes the sauce saucy.
- Sharp cheddar: the tangy cheese backbone, bold and melty-good.
- Mozzarella: gooey stretch factor, it’s pure cheesy stringy joy.
- Cream cheese: basically extra creamy, makes the sauce luscious and smooth.
- Smoked paprika: a warm, smoky hint without being overpowering.
- Mustard powder: subtle sharpness, works like extra Dijon in powder form.
- Parmesan: salty, nutty topping that browns nicely under heat.
- Ketchup: classic glaze starter, it’s sweet, tangy, and familiar.
- Brown sugar: mixes with ketchup for a sticky, caramelized glaze.
- Olive oil or spray: prevents sticking, keeps the bake easy to lift.
Ingredient Quantities
- 1 1/2 pounds ground beef
- 1/2 cup plain breadcrumbs
- 1 large egg
- 1/4 cup milk (for meatloaf)
- 1/2 cup yellow onion, finely chopped
- 2 cloves garlic, minced
- 1 tablespoon Worcestershire sauce
- 1 teaspoon Dijon mustard
- 1 teaspoon salt
- 1/2 teaspoon black pepper
- 8 ounces elbow macaroni (about 2 cups dry)
- 3 tablespoons unsalted butter
- 3 tablespoons all purpose flour
- 2 cups milk (for cheese sauce)
- 2 cups sharp cheddar cheese, shredded
- 1 cup shredded mozzarella (or Monterey Jack)
- 2 ounces cream cheese, softened (optional, for extra creaminess)
- 1/2 teaspoon smoked paprika (or regular paprika)
- 1/4 teaspoon ground mustard powder (or extra Dijon)
- 1/4 cup grated Parmesan cheese (optional, for topping)
- 1/3 cup ketchup (for meatloaf glaze)
- 1 tablespoon brown sugar (to mix with ketchup, optional)
- Olive oil or cooking spray, for greasing the baking dish
How to Make this
1. Preheat oven to 375 F and grease a 9×13 baking dish with olive oil or cooking spray.
2. Boil 8 ounces elbow macaroni in salted water until just al dente, drain but reserve 1/2 cup pasta water, set pasta aside.
3. Make the cheese sauce: melt 3 tablespoons butter in a saucepan over medium heat, whisk in 3 tablespoons flour and cook 1 minute, slowly whisk in 2 cups milk until smooth and thickened. Stir in 2 cups sharp cheddar, 1 cup mozzarella, 2 ounces cream cheese if using, 1/2 teaspoon smoked paprika, 1/4 teaspoon mustard powder (or extra Dijon), and salt and pepper to taste. If sauce is too thick, thin with a splash of the reserved pasta water.
4. Toss the drained macaroni with the cheese sauce until well coated. Taste and adjust seasoning. Divide the mac and cheese into two roughly equal portions.
5. In a bowl combine 1 1/2 pounds ground beef, 1/2 cup plain breadcrumbs, 1 large egg, 1/4 cup milk, 1/2 cup finely chopped yellow onion, 2 minced garlic cloves, 1 tablespoon Worcestershire sauce, 1 teaspoon Dijon mustard, 1 teaspoon salt, and 1/2 teaspoon black pepper. Mix gently with your hands or a spoon until combined but do not overwork it.
6. Spread one portion of mac and cheese in the bottom of the prepared dish to form a base layer. Press down slightly so it holds shape.
7. Form the meat mixture into a loose loaf shape about the size of the dish and place on top of the mac base, or spread the meat evenly over the base if you prefer a flatter layer. Spoon the remaining mac and cheese over the meat to fully cover.
8. Mix 1/3 cup ketchup with 1 tablespoon brown sugar (optional) and brush the glaze over the top. Sprinkle 1/4 cup grated Parmesan over everything if you like a crisp cheesy top.
9. Bake uncovered for 35 to 45 minutes, or until the meat reaches 160 F in the center and the top is bubbly and golden. If the top browns too fast, tent loosely with foil.
10. Let the casserole rest 10 minutes before serving so it sets and slices cleaner. Tip: use a meat thermometer, warm sauce melts better, and leftovers reheat great in the oven or air fryer for a crisp top.
Equipment Needed
1. Oven and a preheated setting to 375 F, plus a 9×13 baking dish greased with oil or spray
2. Large pot for boiling the macaroni and a colander to drain it
3. Medium saucepan for the cheese sauce and a whisk to smooth it out
4. Measuring cups and spoons for milk, butter, flour and seasonings
5. Cheese grater for shredding cheddar, mozzarella and Parmesan
6. Large mixing bowl for the meatloaf mix and a spoon or your hands to combine
7. Spatula or wooden spoon to toss pasta with sauce and spread layers in the dish
8. Small bowl and brush for the ketchup glaze
9. Instant read meat thermometer to check the center reaches 160 F
FAQ
Mac And Cheese Meatloaf Casserole Recipe Substitutions and Variations
- Ground beef (1 1/2 pounds): ground turkey or chicken for a leaner loaf, ground pork for a juicier, richer flavor, or a plant based crumbled meat substitute if you want it vegetarian. they all work, just watch cooking time.
- Plain breadcrumbs (1/2 cup): crushed saltine or Ritz crackers for extra flavor, quick oats for a gluten free-ish binder, or almond flour to keep it low carb. add a bit more liquid if using almond flour.
- Milk for meatloaf / cheese sauce: swap buttermilk or plain yogurt thinned with water in the meatloaf for tang, use oat or soy milk for a dairy free version, or use evaporated milk in the cheese sauce for extra creaminess.
- Sharp cheddar (2 cups): Colby or Colby Jack for milder melt, Gruyere for nuttier richer taste, or pepper Jack if you want some heat. mix cheeses for best texture.
Pro Tips
1. Don’t overmix the meat. Mix just until combined or it gets dense and gummy. Use your hands but stop as soon as it holds together, otherwise the meatloaf will be tough.
2. Save some pasta water. If the cheese sauce gets too thick after adding the cheese, thin it with a couple spoonfuls of the reserved pasta water so it stays silky and helps the layers meld.
3. Get the onion and garlic small and sweat them first in a little oil. Raw chunks make the texture weird and the flavor too sharp. Cook until soft and slightly golden so they blend into the meat and sauce.
4. Let it rest before slicing and use a meat thermometer. Resting 10 minutes makes the casserole set and slice cleaner, and a thermometer makes sure the meat is safely done without drying it out. If the top browns too fast, cover loosely with foil while it finishes.

Mac And Cheese Meatloaf Casserole Recipe
I just made a Macaroni Meatloaf that hides gooey mac and cheese inside a savory meatloaf so dinner becomes the one-pan miracle everyone fights over.
6
servings
885
kcal
Equipment: 1. Oven and a preheated setting to 375 F, plus a 9×13 baking dish greased with oil or spray
2. Large pot for boiling the macaroni and a colander to drain it
3. Medium saucepan for the cheese sauce and a whisk to smooth it out
4. Measuring cups and spoons for milk, butter, flour and seasonings
5. Cheese grater for shredding cheddar, mozzarella and Parmesan
6. Large mixing bowl for the meatloaf mix and a spoon or your hands to combine
7. Spatula or wooden spoon to toss pasta with sauce and spread layers in the dish
8. Small bowl and brush for the ketchup glaze
9. Instant read meat thermometer to check the center reaches 160 F
Ingredients
-
1 1/2 pounds ground beef
-
1/2 cup plain breadcrumbs
-
1 large egg
-
1/4 cup milk (for meatloaf)
-
1/2 cup yellow onion, finely chopped
-
2 cloves garlic, minced
-
1 tablespoon Worcestershire sauce
-
1 teaspoon Dijon mustard
-
1 teaspoon salt
-
1/2 teaspoon black pepper
-
8 ounces elbow macaroni (about 2 cups dry)
-
3 tablespoons unsalted butter
-
3 tablespoons all purpose flour
-
2 cups milk (for cheese sauce)
-
2 cups sharp cheddar cheese, shredded
-
1 cup shredded mozzarella (or Monterey Jack)
-
2 ounces cream cheese, softened (optional, for extra creaminess)
-
1/2 teaspoon smoked paprika (or regular paprika)
-
1/4 teaspoon ground mustard powder (or extra Dijon)
-
1/4 cup grated Parmesan cheese (optional, for topping)
-
1/3 cup ketchup (for meatloaf glaze)
-
1 tablespoon brown sugar (to mix with ketchup, optional)
-
Olive oil or cooking spray, for greasing the baking dish
Directions
- Preheat oven to 375 F and grease a 9×13 baking dish with olive oil or cooking spray.
- Boil 8 ounces elbow macaroni in salted water until just al dente, drain but reserve 1/2 cup pasta water, set pasta aside.
- Make the cheese sauce: melt 3 tablespoons butter in a saucepan over medium heat, whisk in 3 tablespoons flour and cook 1 minute, slowly whisk in 2 cups milk until smooth and thickened. Stir in 2 cups sharp cheddar, 1 cup mozzarella, 2 ounces cream cheese if using, 1/2 teaspoon smoked paprika, 1/4 teaspoon mustard powder (or extra Dijon), and salt and pepper to taste. If sauce is too thick, thin with a splash of the reserved pasta water.
- Toss the drained macaroni with the cheese sauce until well coated. Taste and adjust seasoning. Divide the mac and cheese into two roughly equal portions.
- In a bowl combine 1 1/2 pounds ground beef, 1/2 cup plain breadcrumbs, 1 large egg, 1/4 cup milk, 1/2 cup finely chopped yellow onion, 2 minced garlic cloves, 1 tablespoon Worcestershire sauce, 1 teaspoon Dijon mustard, 1 teaspoon salt, and 1/2 teaspoon black pepper. Mix gently with your hands or a spoon until combined but do not overwork it.
- Spread one portion of mac and cheese in the bottom of the prepared dish to form a base layer. Press down slightly so it holds shape.
- Form the meat mixture into a loose loaf shape about the size of the dish and place on top of the mac base, or spread the meat evenly over the base if you prefer a flatter layer. Spoon the remaining mac and cheese over the meat to fully cover.
- Mix 1/3 cup ketchup with 1 tablespoon brown sugar (optional) and brush the glaze over the top. Sprinkle 1/4 cup grated Parmesan over everything if you like a crisp cheesy top.
- Bake uncovered for 35 to 45 minutes, or until the meat reaches 160 F in the center and the top is bubbly and golden. If the top browns too fast, tent loosely with foil.
- Let the casserole rest 10 minutes before serving so it sets and slices cleaner. Tip: use a meat thermometer, warm sauce melts better, and leftovers reheat great in the oven or air fryer for a crisp top.
Notes
- Below you’ll find my best estimate of this recipe’s nutrition facts. Treat the numbers as a guide rather than a rule—great food should nourish both body and spirit. Figures are approximate, and the website owner assumes no liability for any inaccuracies in this recipe.
Nutrition Facts
- Serving Size: 280g
- Total number of serves: 6
- Calories: 885kcal
- Fat: 54g
- Saturated Fat: 25.6g
- Trans Fat: 1.5g
- Polyunsaturated: 1.7g
- Monounsaturated: 13g
- Cholesterol: 192mg
- Sodium: 830mg
- Potassium: 940mg
- Carbohydrates: 49g
- Fiber: 1.2g
- Sugar: 5g
- Protein: 44g
- Vitamin A: 2000IU
- Vitamin C: 1.7mg
- Calcium: 480mg
- Iron: 4.2mg





