Million-dollar mac and cheese earns its name with a velvety sauce made with three kinds of cheese, plus a buttery Parmesan bread crumb topping that gives the dish its golden finish.
When you want to pull out all the stops for mac and cheese, this million-dollar mac and cheese is the recipe to reach for. This mac and cheese recipe, shared by Taste of Home reader Beth Jacobson of Milwaukee, Wisconsin, is rich, ultra-creamy and seriously cheesy.
The velvety sauce is loaded with three kinds of cheese: Velveeta, sharp cheddar and Monterey Jack. Buttery Parmesan bread crumbs go on top before the whole dish heads into the oven, where the topping turns golden and crisp against all that ooey-gooey creaminess. It’s the kind of indulgent side dish that belongs on a holiday table or at a church potluck, but it also works on any day that calls for comfort food.
Ingredients for Million-Dollar Mac and Cheese
- Pasta: Elbow macaroni is the traditional choice, but shells, cavatappi and rotini are also great for catching all that creamy cheese sauce. This recipe is a good excuse to use any short, twisty pasta hanging out in your pantry.
- White bread: Use fresh or day-old white bread to make homemade bread crumbs for the topping. Day-old bread is a little drier and will make crispier crumbs. If you’re out of bread, swap in plain panko or store-bought bread crumbs.
- Butter: Reach for unsalted butter for more control over the seasoning, especially since the cheese and Worcestershire sauce bring plenty of salt.
- Parmesan cheese: Use grated (not shredded) Parmesan in the breadcrumb topping. Freshly grated Parmesan melts into the crumbs, crisping up and adding a salty, slightly nutty flavor.
- Onion: A little sauteed onion adds savory depth to the cheese sauce. Chop it very finely so it blends into the sauce and stays in the background.
- Seasoning: Mustard adds a touch of tang, cayenne brings a subtle kick and Worcestershire sauce rounds everything out with a rich, umami flavor. Along with salt and pepper, they give the cheese sauce plenty of personality
- Flour: Regular all-purpose flour is cooked into a roux, which thickens the milk and cream so the sauce clings to every noodle.
- Milk: Along with the half-and-half, 2% milk creates just the right balance of creaminess.
- Half-and-half cream: Half-and-half adds just the right amount of richness and body without making the sauce too heavy. With three kinds of cheese already in the mix, there’s really no need to use heavy cream.
- Velveeta: Velveeta cheese is the secret weapon for an ultra-smooth cheese sauce. It melts easily and makes the sauce creamy and stable.
- Shredded cheese: Using both sharp cheddar and Monterey Jack gives you plenty of cheesy flavor and a smooth, melty texture. For the smoothest, clump-free sauce, grate blocks of cheese yourself instead of using bagged shredded cheese, which is often coated with starches that can interfere with melting.
Directions
Step 1: Cook the pasta
Preheat the oven to 400°F. In a stockpot or Dutch oven, cook the pasta according to package directions for al dente. Drain well and return the pasta to the pot.
Step 2: Make the bread crumb topping
While the pasta cooks, pulse the bread with 2 tablespoons of butter, the Parmesan, 1/2 teaspoon of salt and 1/2 teaspoon of pepper in a food processor until it’s coarsely ground. Set the mixture aside.
Step 3: Make the cheese sauce
In a large skillet, melt the remaining butter over medium heat. Add the onion and cook it until it’s tender, about three minutes. Stir in the ground mustard and cayenne.
Sprinkle in the flour and stir until the mixture is smooth, then cook for three minutes longer. Slowly whisk in the milk and half-and-half, then bring the mixture to a boil. Reduce the heat to medium-low and simmer, stirring constantly, until the sauce is thickened, about five minutes.
Remove the skillet from the heat and stir in the Velveeta until it’s melted. Add the remaining cheeses, a handful at a time, stirring after each addition until they’re melted and the sauce is smooth. Stir in the Worcestershire sauce and the remaining salt and pepper.
Step 4: Assemble the mac and cheese
Pour the cheese sauce over the pasta and toss to coat it.
Transfer the mac and cheese to a greased 13×9-inch baking dish. Sprinkle the bread crumb mixture over the top.
Step 4: Bake the mac and cheese
Bake the prepared mac and cheese, uncovered, for 10 to 12 minutes, until the sauce is bubbly and the topping is golden brown.
Recipe Variations
- Try a different topping: Bread crumbs aren’t your only option for a crispy, golden topping. Try one of our favorite bread crumb substitutes, such as coarsely crushed pork rinds, potato chips or Ritz crackers. You can stick with one or mix and match.
- Make it spicy: Add a little extra cayenne to the cheese sauce, stir in diced jalapenos, or swap some of the sharp cheddar for pepper jack to give the mac an extra kick.
- Add bacon: Take inspiration from our bacon mac and cheese recipe to make this million-dollar version even more indulgent. Stir crispy bacon crumbles into the pasta, toss them with the cheese sauce, then sprinkle more bacon over the top before baking the mac and cheese for a smoky, salty twist.
- Toss in some veggies: Before baking the mac, stir in frozen green peas or cooked broccoli or cauliflower florets. It’s an easy way to add color and get some extra veggies onto your plate.
How to Store Million-Dollar Mac and Cheese
Let the mac and cheese cool, then cover the dish tightly or transfer leftovers to an airtight container. Refrigerate it for up to four days.
Can you freeze million-dollar mac and cheese?
Yes! For the best texture, freeze million-dollar mac and cheese before baking it. Assemble the mac and cheese in a freezer-safe baking dish, but leave off the breadcrumb topping. Wrap the dish tightly with storage wrap, then cover it with a layer of aluminum foil. Freeze it for up to two months.
Before serving million-dollar mac and cheese, thaw it overnight in the refrigerator. Make the breadcrumb topping fresh, sprinkle it over the mac and cheese, and bake as directed, adding a little extra time so it heats all the way through.
Can you make million-dollar mac and cheese ahead of time?
You can assemble the mac and cheese without the breadcrumb topping up to one day ahead of time. Cover and refrigerate it until you’re ready to bake it. Let the dish sit at room temperature while the oven preheats, then add the fresh bread crumb topping and bake it as directed. Since the mac and cheese starts out cold, plan for the extra time it will need in the oven to become hot and bubbly.
How do you reheat million-dollar mac and cheese?
To reheat a large portion of million-dollar mac and cheese, cover the baking dish with foil and place it in a 350° oven until it’s hot and bubbly. For individual portions, microwave the mac and cheese in short intervals, stirring between them. If the mac and cheese seems dry, stir in a splash of milk before reheating it.
Million-Dollar Mac and Cheese Tips
Why is my cheese sauce lumpy?
The most common causes of lumps in your cheese sauce are adding the cheese too quickly or using bagged shredded cheese. Be sure to remove the pot from the heat before adding the cheese, then stir it in a handful at a time, letting each addition melt before adding more. Bagged shredded cheese is often coated with anti-caking agents that can keep it from melting smoothly. For a lump-free sauce, grate blocks of cheese yourself.
Can you make million-dollar mac and cheese without Velveeta?
You can make this mac and cheese without processed cheese, but the Velveeta is there for a reason: It helps create that extra-smooth, creamy sauce with a deep golden color. If you’d rather skip it, use an equal amount of another mild, melting cheese such as American cheese or Monterey Jack. The sauce may be a little less rich and silky, but it’ll still be delicious.
What can you serve with million-dollar mac and cheese?
As the name suggests, million-dollar mac and cheese is ultra-rich, so it pairs well with simple mains and fresh sides. Serve it alongside roast chicken, barbecue pulled pork or grilled steak, then add a crisp green salad or roasted vegetables to balance out the plate. It also makes a fantastic Thanksgiving side dish alongside roast turkey, glazed ham and other holiday classics.
Ingredients
- 1 package (16 ounces) uncooked elbow macaroni
- 4 slices hearty white bread (4 ounces), torn into large pieces
- 6 tablespoons butter, cubed and divided
- 1/2 cup grated Parmesan cheese
- 1 teaspoon salt, divided
- 1 teaspoon pepper, divided
- 1/4 cup finely chopped onion
- 1 teaspoon ground mustard
- 1/4 teaspoon cayenne pepper
- 1/4 cup all-purpose flour
- 3 cups whole milk
- 2 cups half-and-half cream
- 1 cup (4 ounces) cubed Velveeta
- 1 block (8 ounces) sharp cheddar cheese, shredded
- 1 block (8 ounces) Monterey Jack cheese, shredded
- 1 teaspoon Worcestershire sauce
Directions
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1Preheat oven to 400°. In a stockpot or Dutch oven, cook pasta according to package directions for al dente; drain and return to pan. Pulse bread, 2 tablespoons butter, Parmesan, 1/2 teaspoon salt and 1/2 teaspoon pepper in a food processor until coarsely ground.
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2Meanwhile, in a large skillet over medium heat, melt remaining butter. Add onions and cook until tender, about 3 minutes. Add ground mustard and cayenne; stir until blended. Stir in flour until smooth, about 3 minutes. Slowly whisk in milk and cream; bring to a boil. Reduce heat to medium-low; simmer, stirring constantly, until thickened, about 5 minutes. Remove from heat; stir in Velveeta. Slowly add remaining cheeses a handful at a time, stirring until cheese is melted. Add Worcestershire and remaining salt and pepper. Pour over pasta; toss to coat.
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3Transfer to a greased 13x9-in. baking dish. Sprinkle bread crumbs over top of casserole. Bake until topping is golden brown and sauce is bubbly, 10-12 minutes.
