
Creamy, cheesy, and packed with classic comfort, this Meatloaf and Cheddar Shells Casserole brings together two beloved family dinners in one cozy bake. It delivers the rich savory flavors of traditional meatloaf and the gooey satisfaction of mac and cheese, all layered in a bubbly weeknight casserole.
I first tried mashing up these two favorites on a busy school night and was amazed how eagerly everyone grabbed second helpings. Now I make it whenever I want that hit of nostalgic comfort.
Ingredients
- Ground beef: brings a hearty, savory base. Choose beef with a bit of fat for more flavor and moisture.
- Breadcrumbs: create tenderness in the meat layer. Look for fresh or panko style for best texture.
- Garlic powder and onion powder: provide depth of flavor without chopping. Pick high-quality dried spices that smell fresh.
- Shredded cheddar cheese: gives creamy melt and tang. Go for sharp cheddar and grate it yourself for better melting.
- Condensed tomato soup: ties the casserole with a nostalgic tang. Grab low sodium if you prefer to control the salt.
- Milk: adds silkiness to the sauce. Whole milk brings richness, but any kind will work.
- Medium pasta shells: hold onto all that cheesy sauce. Cook them just al dente to keep the shape through baking.
Step-by-Step Instructions
- Preheat and Prepare:
- Set the oven to 350 degrees Fahrenheit. Grease a nine by thirteen inch baking dish to prevent sticking and ensure easy serving later.
- Make the Meatloaf Layer:
- In a large mixing bowl, add ground beef, breadcrumbs, garlic powder, onion powder, salt, and pepper. Mix with clean hands or a fork until everything is evenly combined but not compacted. Too much mixing will make the meat tough.
- Press in the Pan:
- Spread the meatloaf mixture into the baking dish, pressing gently with your fingertips to create a level layer from corner to corner. Make it even so the casserole bakes uniformly.
- Mix the Cheddar Shells:
- In a separate bowl, combine cooked pasta shells, shredded cheddar, condensed tomato soup, and milk. Stir thoroughly so the cheese and soup coat every shell with a creamy, smooth texture.
- Layer and Spread:
- Gently spoon the cheese and shell mixture over the meatloaf base, smoothing everything out to the edges without pressing down the shell layer.
- Bake Covered:
- Wrap the whole dish snugly with foil. Bake for thirty minutes to let everything steam gently and meld the flavors.
- Bake Uncovered:
- Remove the foil. Continue baking for ten to fifteen minutes until the cheese melts into a golden top and the sauce bubbles around the edges. Check the center to ensure it is piping hot.
- Rest and Serve:
- Let the casserole cool for about ten minutes. This resting time helps it set and makes scooping cleaner. Serve generous squares onto plates and enjoy that molten cheesy top.

You Must Know
- Budget friendly and stretches to feed a crowd
- Freezes surprisingly well for make ahead meals
- Loaded with kid friendly flavors
Shredded cheddar cheese is absolutely my favorite part of this bake. I always sneak in a little extra on top before baking for a gooey blanket that reminds me of my grandmother’s Sunday lunches. There is nothing quite like the aroma of bubbling cheddar and savory beef filling the whole house.

Storage Tips
Let the casserole cool before refrigerating. Pack leftovers into airtight containers to prevent drying out. This dish will keep fresh for up to four days. To reheat, microwave single portions for one to two minutes which brings back the creamy texture with zero fuss. If you plan to freeze the dish, cut into squares first for easy grab and go lunches. Thaw overnight in the fridge and reheat as usual.
Ingredient Substitutions
Swap out the ground beef for ground turkey or chicken for a lighter version. If you need to avoid dairy, try using a plant based milk and vegan cheddar cheese. Gluten free breadcrumbs or cooked rice can replace the regular breadcrumbs for those with sensitivities. For a little veggie boost, stir some thawed spinach or frozen peas into the cheddar mixture before layering.
Serving Suggestions
Round out your meal with a crisp green salad or some garlicky roasted broccoli to balance the richness. Fresh bread or dinner rolls make the perfect side for scooping up those cheesy bits left in the pan. This casserole is hearty enough on its own but also shines with a splash of hot sauce or a sprinkle of chives right before serving.
Cultural and Historical Notes
Casseroles like this are staples of midwestern American home cooking. Combining meatloaf with pasta and cheese sauce reflects generations of cooks finding creative ways to stretch ingredients while serving up maximum comfort. If you grew up with homemade mac and cheese or ketchup glazed meatloaf, this dish is the best of both old school classics with a modern baked twist.
Recipe FAQs
- → How can I prevent the casserole from becoming dry?
Ensure there's enough milk and tomato soup mixed with the pasta and cheese, and avoid overbaking the casserole. Cover with foil during baking to retain moisture and uncover only at the end to melt and brown the cheese.
- → Can I use a different type of cheese?
Yes, feel free to substitute cheddar with Monterey Jack, mozzarella, or a cheese blend for a varied flavor. Just choose cheeses that melt well for a creamy texture.
- → Is it possible to prepare this casserole ahead of time?
Absolutely. Assemble the casserole a day in advance, cover tightly, and refrigerate. Bake as directed when ready. You may need to add a few extra minutes to the baking time if starting from cold.
- → What side dishes go well with this meal?
Fresh green salads, steamed broccoli, or garlic bread pair nicely with the rich, cheesy flavors and round out the meal.
- → Can I swap ground beef for another protein?
You can replace ground beef with ground turkey, chicken, or even a meatless alternative for similar results. Adjust seasoning as needed for best flavor.
- → How do I store and reheat leftovers?
Store leftovers in an airtight container in the refrigerator for up to four days. Reheat individual servings in the microwave for 1-2 minutes or in the oven until hot throughout.