One-Pan Mac and Cheese Meatloaf Casserole

This mac and cheese meatloaf casserole is what happens when you refuse to pick between two comfort food classics. It’s a juicy, seasoned meatloaf baked under a blanket of creamy, cheesy macaroni, all in one dish.

You get the hearty, beefy slice you want from meatloaf and the gooey pasta pull of mac and cheese in every bite. Cleanup is easy because everything bakes in the same pan.

What Makes This Casserole So Good

The meatloaf stays tender and full of flavor, not heavy or dry. A little milk and egg in the mix keep it light, and the ketchup and Worcestershire bring a tang that balances the cheese.

The mac and cheese on top gets bubbly and golden at the edges, while the middle stays creamy. Together, it’s a dinner that needs nothing else on the plate.

Ingredients

• 2 lbs ground beef, 80/20: 80/20 keeps the meatloaf moist.
• 1 cup plain breadcrumbs: fresh or store-bought.
• 1 large egg
• 1/2 cup whole milk: for the meatloaf.
• 1/2 cup finely chopped yellow onion
• 2 cloves garlic, minced
• 1/4 cup ketchup
• 1 tbsp Worcestershire sauce
• 1 tsp kosher salt, plus more for pasta water
• 1/2 tsp black pepper
• 2 cups (8 oz) elbow macaroni
• 2 tbsp unsalted butter
• 2 tbsp all-purpose flour
• 2 cups whole milk: for the cheese sauce.
• 2 cups shredded sharp cheddar cheese, about 8 oz: shred your own from a block for the smoothest melt.
• 1/2 tsp salt
• 1/4 tsp black pepper

Variations and Swaps

• Ground turkey: Use 2 lbs of 93/7 ground turkey; the meatloaf will be leaner, so add 2 tbsp olive oil to the mix to keep it from drying out.
• Pepper jack cheese: Swap half the cheddar for pepper jack to add a mild, creamy heat.
• Add spinach: Fold 1 cup of thawed and squeezed frozen spinach into the mac and cheese before layering for some greens.
• Gluten-free: Use gluten-free macaroni and breadcrumbs; the rest of the recipe is naturally gluten-free.

For a solo mac and cheese fix, try our Stovetop Mac and Cheese.

How to Make Mac and Cheese Meatloaf Casserole

Step 1: Mix the Meatloaf

Preheat your oven to 375°F (190°C). In a large bowl, combine the 2 lbs ground beef, 1 cup breadcrumbs, the egg, 1/2 cup milk, onion, garlic, ketchup, Worcestershire sauce, 1 tsp salt, and 1/2 tsp pepper. Mix with your hands just until everything is evenly distributed; overmixing makes the meatloaf tough.

The mixture should feel moist but hold together when you press it. It will look a little wetter than typical meatloaf, but that moisture keeps it from drying out in the oven.

Step 2: Press and Bake the Base

Press the meat mixture into a 9×13-inch baking dish, spreading it into an even layer all the way to the corners. Bake on the middle rack for 20 minutes. The meat will firm up and release some juices; that’s normal. Drain off most of the fat if there’s a lot pooling, leaving a little behind to keep things juicy.

The surface will look set but still slightly pink in spots. That’s exactly what you want before the mac and cheese goes on.

Step 3: Make the Creamy Mac and Cheese

While the meat bakes, cook the macaroni in salted boiling water until just shy of al dente, about 6 minutes. Drain and set aside. In the same pot, melt the 2 tbsp butter over medium heat. Whisk in the 2 tbsp flour and cook for 1 minute, then slowly pour in the 2 cups whole milk while whisking constantly. Cook, stirring often, until the sauce thickens enough to coat the back of a spoon, about 5 minutes. Remove from heat and stir in the shredded cheddar, 1/2 tsp salt, and 1/4 tsp pepper until smooth. Fold in the drained macaroni.

The sauce will look a little loose at this point; it will set up further in the oven. If it seems thick, add a splash of milk. You want a creamy, pourable consistency that coats every noodle.

Step 4: Top and Bake the Casserole

Pull the meatloaf out of the oven and spoon the mac and cheese over the top, spreading it into an even layer. Return the dish to the oven and bake for 15 minutes, until the mac and cheese is hot all the way through and bubbling around the edges. If the top starts browning too fast before the center is hot, cover loosely with foil.

You’ll hear the edges sizzle and see the sauce thicken and turn glossy. The meatloaf underneath will have soaked up some of the cheese sauce, making every bite rich.

Step 5: Broil and Serve the Casserole

Switch the oven to broil and move the rack up so the dish sits about 6 inches from the heat. Broil for 2 to 3 minutes, watching closely, until the mac and cheese top gets golden and crispy in spots. Remove from the oven and let the casserole rest for 5 minutes before slicing. Scoop out big squares with a spatula, making sure each portion gets both meatloaf and that cheesy top. Serve hot.

Tips for the Best Meatloaf Mac and Cheese

• Don’t skip draining the meatloaf: leave a small amount of fat for flavor, but too much will make the mac and cheese greasy.
• Shred your own cheddar from a block; pre-shredded cheese often has anti-caking powders that can make the sauce grainy.
• Let the casserole rest after baking; slicing hot out of the oven can cause the meatloaf to crumble and the cheese sauce to run.
• If you want a crispier top, sprinkle a handful of panko mixed with melted butter over the mac and cheese before broiling.

Bake times can shift with pan size; use these as a guide.

Storing and Reheating Leftovers

• Refrigerate: covered for up to 4 days. Reheat in a 350°F oven for 15 to 20 minutes, or microwave individual portions. The mac and cheese may separate slightly, but a stir before eating brings it back.

What to Serve with Mac and Cheese Meatloaf Casserole

A simple green salad with a sharp vinaigrette cuts the richness. Steamed broccoli or green beans add crunch without extra work. Garlic bread is overkill but nobody will complain.

Frequently Asked Questions

Can I use pre-shredded cheese?

Yes, but the sauce may not be as smooth because of added starches. Freshly shredded gives the best melt.

Why did my cheese sauce curdle?

High heat can cause the milk proteins to separate. Cook the sauce over medium heat and remove it from the burner before stirring in the cheese.

Can I assemble this casserole ahead of time?

Yes, prepare the meatloaf base and mac and cheese separately, then layer in the dish and refrigerate, covered, up to 24 hours. Add 10 to 15 extra minutes to the bake time since everything will be cold.

Mac and Cheese Meatloaf Casserole Recipe

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Prep Time 20 minutes mins

Cook Time 38 minutes mins

Total Time 58 minutes mins

Servings: 6 servings

Calories: 720

Ingredients Method Notes

Ingredients

  

• 2 lbs ground beef, 80/20
• 1 cup plain breadcrumbs
• 1 large egg
• 1/2 cup whole milk
• 1/2 cup finely chopped yellow onion
• 2 cloves garlic, minced
• 1/4 cup ketchup
• 1 tbsp Worcestershire sauce
• 1 tsp kosher salt
• 1/2 tsp black pepper
• 2 cups (8 oz) elbow macaroni
• 2 tbsp unsalted butter
• 2 tbsp all-purpose flour
• 2 cups whole milk
• 2 cups shredded sharp cheddar cheese
• 1/2 tsp salt
• 1/4 tsp black pepper

Method

 

1. Preheat oven to 375°F (190°C). In a large bowl, combine ground beef, breadcrumbs, egg, 1/2 cup milk, onion, garlic, ketchup, Worcestershire, 1 tsp salt, and 1/2 tsp pepper. Mix gently until just combined.
2. Press mixture into a 9×13-inch baking dish. Bake 20 minutes, then drain excess fat.
3. Meanwhile, cook macaroni in salted water until just shy of al dente, about 6 minutes. Drain and set aside. In the same pot, melt butter over medium heat, whisk in flour and cook 1 minute. Slowly whisk in 2 cups milk; cook and stir until thickened, about 5 minutes. Remove from heat and stir in cheddar, 1/2 tsp salt, and 1/4 tsp pepper until smooth. Fold in macaroni.
4. Spoon mac and cheese over the meatloaf layer. Bake 15 minutes, until hot and bubbly.
5. Switch oven to broil, move rack to 6 inches from heat, and broil 2 to 3 minutes until top is golden. Let rest 5 minutes before slicing. Serve hot.

Notes

Let the casserole rest for a few minutes before slicing so the meatloaf holds together and the cheese sauce sets up. A sprinkle of fresh parsley adds a little color.