Millionaire’s Baked Macaroni and Cheese
This rich, old-fashioned baked mac and cheese hails straight from the 1950s, found in a clipping in my grandmother’s recipe box—a time when comfort food was king and recipes like this were served with pride at Sunday dinners. Known as “Millionaire’s Macaroni and Cheese,” it’s an indulgent twist on the classic, featuring layers of creamy sauce, real butter, and plenty of sharp cheddar baked until golden and bubbling. It’s the kind of recipe that proves simple ingredients, handled with care, can taste like luxury.
Perfect for holidays, potlucks, or any night you want a little extra comfort, this vintage dish captures that timeless, stick-to-your-ribs satisfaction that made midcentury cooking unforgettable.
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Millionaire’s Mac and Cheese
Equipment
- 9×13 baking dish
- large, heavy-bottomed saucepan
Ingredients
Pasta and Sauce
- 1 lb elbow macaroni
- ¼ cup butter softened
- ¼ cup all-purpose flour
- 2½ cups milk separated (2 cups and 1/2 cup)
- 8 oz sharp cheddar cheese shredded
- 1 tsp salt
- 1 tsp black pepper
- 1 tsp paprika smoked preferrably
- 2 Tbsp onion grated or finely minced
- 3 eggs beaten
- 1 cup ricotta whole milk
- ½ cup heavy cream
- 6 oz provolone cheese sliced
- 3 strips bacon (optional) cooked crispy and crumbled
Topping
- ¼ cup butter melted
- 1 cup bread crumbs
- ¾ cup parmesan cheese grated
Instructions
- Preheat oven to 350℉. Prepare a 9×13 inch baking dish with cooking spray or butter and set aside.
- Cook macaroni in boiling water for 5-6 minutes, keeping it slightly firm. Drain and rinse under cold water, and transfer to a large bowl. (Toss with a small bit of olive oil to prevent it from sticking together too hard)
- Melt butter in a heavy-bottomed saucepan over low heat. Add flour and stir until completely combined. Cook 1-2 minutes. Add 2 cups of milk and stir to blend, stirring continuously until the mixture thickens. Remove from heat and add cheddar cheese, salt, pepper, paprika, and onion. Stir until cheese melts and sauce is smooth. Stir the cheese sauce into the cooled macaroni.
- In a separate bowl, whisk the eggs with the ricotta and add it to the bowl of macaroni. Add remaining milk and cream and stir until combined. Stir in crumbled bacon at this time if using.
- Place half of the macaroni mixture in the prepared baking dish and spread it evenly. Cover with strips of provolone. Top with the remaining macaroni and spread evenly.
- Prepare the topping – Mix melted butter, bread crumbs, and parmesan cheese. Sprinkle the topping evenly over the macaroni.
- Cover the dish with foil and bake for 30 minutes. Remove foil and continue baking another 10-15 minutes, or until macaroni is bubbling and the top is gently browned. Serve immediately.
Notes
- This recipe makes a very large and filling batch. A full batch is recommended for potlucks and holiday parties. Otherwise, the recipe can be cut in half, or half of the batch frozen before baking.
