
This dish came to life on a cold night when my kids couldn’t decide between mac and cheese or meatloaf. We ended up tossing both together in one pan and it was a hit. It’s now what they always ask for—a cheesy, hearty, comforting meal with a flavorful meatloaf bottom and super creamy pasta up top. It really lights up our dinner times.
Crowd-Pleasing Family Dinner
What really sets this casserole apart are the layers. Savory meatloaf on bottom, creamy cheesy pasta right on top. It always hits the spot on a busy night because everyone’s full and happy. Honestly, leftovers might be even tastier the next day.
What You’ll Need
- Spices: A couple pinches of your favorite seasonings take it up a notch.
- Shredded Mozzarella and Cheddar: Extra cheese on top is a must.
- Milk and Cheddar Cheese Soup: Mix these for a velvety sauce.
- Macaroni Noodles: These get smothered in cheese and make the top layer.
- Eggs: They hold your meat mixture together.
- Lipton Onion Soup Mix: Trust me, this adds awesome flavor.
- Ritz Crackers: Swap these for breadcrumbs if you want, but the crackers add something special.
- Ketchup and Barbecue Sauce: Sweet Baby Rays is my go-to for a tasty glaze.
- Ground Beef: Pick up lean beef for less grease and more flavor.
Time To Make It
- Serve:
- Let it hang out for a few minutes before cutting. Get ready for some serious comfort.
- Assemble Everything:
- Ladle the cheesy macaroni layer over the baked meatloaf, sprinkle on more cheese, then pop it back in until it’s bubbling.
- Make That Cheese Sauce:
- Stir up a creamy sauce, then mix in the hot noodles.
- Boil Pasta:
- While your meatloaf gets started in the oven, cook up the macaroni.
- Start Meatloaf Layer:
- Mix up the meatloaf, pat it into your pan, spread on the sauce, and get it baking first.
Top Tricks From My Kitchen
Spread the meat mix out evenly so it cooks right. Grate your cheese fresh—store-bought bags don’t melt as nicely. Don’t overcook the pasta, keep it just barely done. And let the finished dish sit a bit so it’s easier to cut and serve.
Stashing Some Away
Keep any extra in the fridge for three days, or freeze up to three months. Pop it in the oven to bring back that cheesy goodness, but the microwave totally works for a quick solo lunch.
Switch Things Up
Use any barbecue sauce you like or grab breadcrumbs if you’re out of crackers. I sometimes toss in peppers or onions that I’ve sautéed. Test out different cheese blends—Monterey Jack and sharp cheddar are awesome together.
Awesome Sides To Serve
A fresh green salad or simple steamed broccoli really balances this out. I sometimes throw together garlic bread or cornbread too. These sides make that casserole feel extra special for dinner.

Frequently Asked Questions
- → Can I prep this ahead of time?
Yes, you can make the meatloaf and macaroni portions a day in advance. When you're ready to eat, layer them and bake until hot and melty. If it's been refrigerated, add a bit more baking time.
- → Can this dish be frozen?
This freezes well for up to three months. Thaw overnight in the fridge before reheating. Cover with foil when warming up to keep the moisture in, then uncover for the final few minutes to crispen the top.
- → What if I don’t have Ritz crackers?
No problem! Swap them with breadcrumbs, saltines, or quick oats. Any of these will help bind the meatloaf together while keeping it tender. Just use the same amount listed in the original instructions.
- → Why add BBQ sauce to the meatloaf?
Barbecue sauce gives bold, smoky-sweet flavor that complements the richness of the dish. Sweet Baby Ray's Hickory & Brown Sugar is a favorite, but you can adjust the sauces based on what you like best.
- → Why is my mac and cheese runny?
This could happen if the exact milk and soup measurements weren't followed. As it bakes, it naturally thickens up. You can leave it to cool for a bit after baking, or stir in a little more shredded cheese to fix it up.