Stuffing Topped Baked Mac & Cheese

Stuffing Topped Baked Mac & Cheese

If I had to pick just one side dish for my Thanksgiving meal, I would pick baked macaroni and cheese. And maybe this means I should be seated at the kids’ table? Ha. I love baked macaroni and cheese, and it’s one of those dishes that probably should only be made for special occasions (hello, butter, cheese, and carbs!). Last year, I created this green bean and macaroni casserole, which is kind of a hybrid between green bean casserole and baked mac and cheese. But, this year I have truly outdone myself with this stuffing topped baked mac and cheese—it is carbs on carbs heaven! Ha.
This stuffing topped baked mac and cheese just screams holiday to me. It has all the flavors of stuffing combined with the creamy decadence of baked macaroni and cheese. I love this out of the oven and I love warming up the leftovers the next day, which is one of my favorite parts of Thanksgiving … the leftovers!
This dish comes together pretty easily too. You simply toast the stuffing breadcrumbs (see recipe below) and then put together the macaroni casserole base. Bake together and once it’s golden and bubbly you’re done.
This is what the macaroni looks like before baking—it’s actually quite soupy. The key is to undercook the noodles because they will absorb even more liquid as the final dish bakes. Then you end up with a denser, melty, cheesy casserole.
I used cornbread for the stuffing topping, but you can use any kind of bread. I love how cornbread brings a little sweetness to the dish, but other bread flavor profiles would be delicious here as well. You could also add other flavors to the stuffing topping if you prefer, like some bacon bits might be a good addition for some—up to you! Lots of ways to customize the recipe below.
This for real may be my all-time favorite holiday side dish. Thanks for letting me share! xo. Emma

Stuffing Topped Baked Mac and Cheese

Course Side Dish
Prep Time 45 minutes
Cook Time 25 minutes
Author Emma Chapman


  • 1 shallot
  • 3 cloves garlic
  • 16 ounces noodles macaroni or shell
  • 3/4 cup butter, divided
  • 1/4 cup all purpose flour
  • 1 cup milk
  • 2 cups stock chicken or vegetable
  • 16 ounces shredded cheddar cheese, divided

Stuffing Topping

  • 8 ounces cornbread or other bread
  • 1 tablespoon chopped sage
  • 1 tablespoon chopped rosemary
  • 1/2 tablespoon thyme leaves
  • 1/2 cup chopped celery 2-3 stalks
  • salt and pepper


  • To make the stuffing topping, cube the cornbread and chop/prep the other stuffing ingredients. Toss in 1/4 cup melted butter, then place on a baking sheet. Sprinkle with a little salt and pepper. Bake at 350°F for 15-20 minutes until lightly toasted.
  • Boil the noodles according to the package directions to al dente. You want them a little hard in the center still as they will absorb more liquid when they bake in the casserole later.
  • Finely chop the shallot and mince the garlic. In a large pot, melt the butter. Add the shallot and garlic and cook for just a minute or two. Whisk in the flour, this will become a paste. Season generously with salt and pepper. Then slowly whisk in the milk and stock so it incorporates well (you don't want a bunch of chunks of flour paste floating in the mixture). Then stir in 10 ounces of the shredded cheese. Once it begins to look melted, or mostly melted (sort of stringy on your mixing spoon), then stir in the noodles.
  • Add this mixture to a greased casserole pan (9x13 or close to that size if it's a different shape, like an oval). Sprinkle with salt and pepper, then top with the remaining cheese and stuffing topping. Cover with aluminum foil and bake at 350°F for 10 minutes. Then remove the aluminum foil from the top and bake another 15 minutes until golden brown and the edges begin to bubble.

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