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Meatloaf with Scratch-Made Macaroni and Cheese

Category: Evening Meals That Deliver Results

This casserole layers a thin beef meatloaf with elbow macaroni in a homemade milk-and-cheddar sauce. The sauce starts with butter and flour rather than condensed soup. Cook the pasta separately and check the meat before adding its macaroni topping.
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Research and writing by A Pinch Of Lemon
Revised 2026-10-11 · Research-based; not kitchen-tested
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A plate of mac and cheese meatloaf. Pin
A plate of mac and cheese meatloaf. | apinchoflemon.com
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This casserole layers a thin beef meatloaf with elbow macaroni in a homemade milk-and-cheddar sauce. The sauce starts with butter and flour rather than condensed soup. Cook the pasta separately and check the meat before adding its macaroni topping.

The meat mixture takes one-quarter cup of milk. The separate two cups belong in the cheese sauce. Measure them into different containers before starting so the beef mixture does not accidentally receive the sauce liquid.

Ingredient amounts and preparation

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  • Set out: 1 pound ground beef
  • Set out: 1/2 cup plain breadcrumbs
  • Set out: 1/4 cup whole milk; 1 large egg
  • Set out: 1/2 small onion, finely chopped
  • Set out: 1 teaspoon garlic powder; 1 teaspoon salt
  • Set out: 1/2 teaspoon ground black pepper
  • Set out: 2 cups uncooked elbow macaroni
  • Set out: 2 tablespoons unsalted butter; 2 tablespoons all-purpose flour
  • Set out: 2 cups whole milk
  • Set out: 2 cups shredded cheddar cheese; 1/2 teaspoon paprika, optional for topping

Cooking sequence and doneness

Stage 1
Heat the oven to 375°F and lightly grease a 9-by-13-inch dish.
Stage 2
Combine breadcrumbs, one-quarter cup milk, egg, finely chopped onion and the meat seasonings.
Stage 3
Gently work in the beef and press it evenly across the dish.
Stage 4
Bake about twenty-five minutes and continue as necessary until the beef reaches 160°F.
Stage 5
Meanwhile, boil the macaroni to the package al dente stage and drain. Melt butter in a saucepan and whisk in flour for one minute.
Stage 6
Gradually whisk in the separate two cups of milk, then stir over moderate heat until thickened.
Stage 7
Remove from heat and stir in the cheddar until smooth.
Stage 8
Fold the drained macaroni into the sauce.
Stage 9
Carefully remove excess fat from the cooked meat layer, then spread the macaroni over it.
Stage 10
Add optional paprika and bake about fifteen minutes, continuing until the center reaches 165°F. Rest briefly before serving.
A close up of a delicious mac and cheese meatloaf casserole.
A close up of a delicious mac and cheese meatloaf casserole. | apinchoflemon.com
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Boil the two cups of dry elbows just to the package’s al dente point. They will absorb some sauce in the oven, but raw pasta cannot be substituted into this formula. Drain well without letting it sit until it clumps into a cold block.

How does the sauce stay smooth?

Whisk flour into melted butter, then add milk gradually while whisking. After the milk thickens, remove the pan from heat before adding cheese. A hard boil after the cheddar goes in can leave the topping oily or grainy.

Why check the meat before adding pasta?

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The thin beef layer can cook sooner than a free-standing loaf. Measure its center temperature rather than relying on twenty-five minutes alone. Remove excess fat carefully so it does not pool beneath the pasta.

When is the assembled casserole ready?

The final bake heats the layers together; look for hot sauce at the edges and confirm 165°F in the center. If the macaroni surface dries early, loosely cover it while the middle finishes. Allow a short rest before spooning or cutting portions.

Storage and serving later

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Refrigerate perishable leftovers promptly in shallow containers at 40°F or below; do not wait for a large hot batch to cool completely on the counter. University of Illinois Extension’s leftover guidance gives a three-to-four-day refrigerated window and 165°F for reheating foods served hot. Keep cold salads and toppings chilled, and follow shorter product-label limits where applicable.

Related recipe choices

For another complete recipe, see Cheesy Beef and Shells Casserole with Tomato Soup or French Onion Ground Beef and Long-Grain Rice Casserole. Each has its own ingredient quantities and cooking sequence; keep those measurements separate when choosing a meal.

A close up of a mac and cheese meatloaf casserole.
A close up of a mac and cheese meatloaf casserole. | apinchoflemon.com
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USDA’s temperature guidance specifies 160°F for ground beef. Thermometer placement guidance explains checking the thick center rather than relying on surface color.

Common Questions About This Recipe

Which milk belongs in each layer?

The meat mixture takes one-quarter cup of milk. The separate two cups belong in the cheese sauce.

Should the macaroni be fully cooked?

Boil the two cups of dry elbows just to the package’s al dente point. They will absorb some sauce in the oven, but raw pasta cannot be substituted into this formula.

How does the sauce stay smooth?

Whisk flour into melted butter, then add milk gradually while whisking. After the milk thickens, remove the pan from heat before adding cheese.

Why check the meat before adding pasta?

The thin beef layer can cook sooner than a free-standing loaf. Measure its center temperature rather than relying on twenty-five minutes alone.

When is the assembled casserole ready?

The final bake heats the layers together; look for hot sauce at the edges and confirm 165°F in the center. If the macaroni surface dries early, loosely cover it while the middle finishes.

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Meatloaf with Scratch-Made Macaroni and Cheese

This casserole layers a thin beef meatloaf with elbow macaroni in a homemade milk-and-cheddar sauce. The sauce starts with butter and flour rather than condensed soup. Cook the pasta separately and check the meat before adding its macaroni topping.

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Prep Time
20 min
Time to Cook
40–55 min
Complete Time
60–75 min
Research and writing: A Pinch Of Lemon

Recipe Type: Dinner Victories

Level of Difficulty: Perfect for Beginners

Cuisine Style: American

Makes: 6 Number of Servings (One 9x13-inch casserole)

Dietary Categories: Check ingredient labels

Ingredients You’ll Need

→ For the Meatloaf Base

01 1 pound ground beef
02 1/2 cup plain breadcrumbs
03 1/4 cup whole milk
04 1 large egg
05 1/2 small onion, finely chopped
06 1 teaspoon garlic powder
07 1 teaspoon salt
08 1/2 teaspoon ground black pepper

→ For the Mac and Cheese Topping

09 2 cups uncooked elbow macaroni
10 2 tablespoons unsalted butter
11 2 tablespoons all-purpose flour
12 2 cups whole milk
13 2 cups shredded cheddar cheese
14 1/2 teaspoon paprika, optional for topping

How to Make It

Step 01

Heat the oven to 375°F and lightly grease a 9-by-13-inch dish.

Step 02

Combine breadcrumbs, one-quarter cup milk, egg, finely chopped onion and the meat seasonings.

Step 03

Gently work in the beef and press it evenly across the dish.

Step 04

Bake about twenty-five minutes and continue as necessary until the beef reaches 160°F.

Step 05

Meanwhile, boil the macaroni to the package al dente stage and drain. Melt butter in a saucepan and whisk in flour for one minute.

Step 06

Gradually whisk in the separate two cups of milk, then stir over moderate heat until thickened.

Step 07

Remove from heat and stir in the cheddar until smooth.

Step 08

Fold the drained macaroni into the sauce.

Step 09

Carefully remove excess fat from the cooked meat layer, then spread the macaroni over it.

Step 10

Add optional paprika and bake about fifteen minutes, continuing until the center reaches 165°F. Rest briefly before serving.

Extra Suggestions

  1. The meat mixture takes one-quarter cup of milk.

Things You'll Need

  • 9x13-inch baking dish
  • Large mixing bowl
  • Saucepan
  • Pot for boiling pasta
  • Whisk

Allergen Information

Always read labels for allergens and consult your doctor if unsure.
  • Contains milk, egg, wheat, and gluten.

Nutritional Breakdown (Per Serving)

This is for general info and isn't a replacement for professional advice.
  • Calories: Not calculated
  • Fat Content: Not calculated
  • Carbohydrates: Not calculated
  • Protein Content: Not calculated
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