Ultra Cheesy Chili Mac and Cheese - Butter & Baggage (2024)

Hearty and flavorful chili blended with creamy mac and cheese? Yes, please! This recipe for chili mac blows the other versions out of the water. Instead of simply adding cooked macaroni to chili, my version creates an irresistible blend of both chili and classic mac and cheese for a creamy, cheesy dinner all in one pot.

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The Creamiest Chili Mac Casserole

Two classic comfort foods combined into one fabulous casserole. You’ll first make a chili that is best if it simmers for a couple of hours. While it’s simmering away, make a simple mac and cheese. Then combine the two for chili mac chili that’s so much better than a recipe that justs adds macaroni to chili.

You’ll get all the cheesy creamy flavor from a fabulous mac and cheese recipe, that when combined with a ground beef chili, creates a casserole that’s fantastic. (try this mac and cheese on it’s own when you need a simple side dish)

The mac and cheese is thicker than my traditional mac and cheese made with cream, it’s more like pimento mac and cheese, thick and creamy.

The bubbling hot chili is as good as any restaurant version, made with ground beef, tomatoes, veggies, and plenty of seasonings. It simmers away for the afternoon in a Dutch oven, then finally gets stirred together with the gooey homemade mac and cheese made from half and half, evaporated milk and sharp cheddar cheese.

Fully made from scratch, this recipe feeds a small army. It’s enough for 2 dinners, so you can freeze one for another day or send a pan over to a neighbor. If you don’t have the freezer space, you can easily half the recipe. It’s one of my favorite leftover lunches.

Serve at your next game day, family get-together, or potluck supper. It’s a full meal on its own, so you can serve it with buttermilk biscuits or yeast rolls and any type of salad recipe. Nothing else required!

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What goes in Chili Mac?

Everything good, and nothing super special! In fact, you probably have just about everything you need in your pantry right now to make this recipe. Ground beef, crushed and diced tomatoes, mushrooms, onions, and seasonings make up the bulk of the chili recipe. I add a bit of molasses for just a bit of sweetness to offset the acidity. You can add brown sugar if molasses is not something you keep in your pantry.

For the mac and cheese, you’ll need butter, flour, half and half, and cheese. I also pour in a can of evaporated milk.

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How to Store Leftovers

Leftovers are the best! Leftover chili mac can be frozen, and that’s great news because this recipe makes a large portion; easily enough for a second family dinner, depending on the size of your family.

Store your leftovers in an airtight container in the fridge for up to three days, or, to freeze your chili mac, scoop out the leftovers into a freezer-safe, airtight container with a tight-fitting lid. Make sure the chili mac is completely cool, then freeze for up to 3 months. Just let it thaw overnight before you reheat it.

You can also freeze this in smaller portions to take to work for easy lunches.

Why Use Ground Chuck?

Ground chuck is a type of ground beef that’s specifically known for its rich flavor and slightly higher fat content compared to leaner cuts like ground sirloin or ground round. Ground chuck is popular for making burgers, meatloaf, chili, and other dishes where a higher fat content can add moisture and flavor.

You can replace the ground chuck with lean or medium ground beef if you prefer. You can also substitute ground chicken.

Reasons You’ll Love Chili Macaroni and Cheese

  • From-Scratch Goodness – No pre-packaged anything or chili from a can.
  • Great for Feeding a Crowd – Whether you’re hosting a casual group for dinner or feeding a hungry family, Chili Mac is a crowd-pleaser.
  • Budget Friendly – Made with mostly pantry staples, this recipe for chili mac goes a long way on a little budget!

Chili Mac and Cheese Recipe Ingredients

For the Chili:

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  • Onion, Mushrooms and Garlic – These provide the base for the flavor.
  • Ground chuck – Ground chuck will provide plenty of flavor, but ground beef or even ground turkey or chicken will make good substitutes.
  • Chipotle chili powder – This won’t make your dish too spicy, but Chipotle peppers have a unique taste that I love. If it’s not your thing, than just use chili powder.
  • Pantry Staples – Olive oil, salt, black pepper, Worcestershire sauce, crushed tomatoes, diced tomatoes, cumin, molasses.

For the Macaroni

  • Half-and-half – You can substitute with whole milk but it won’t be as creamy.
  • Evaporated milk – You can skip this and use all half-and-half, but it adds a creaminess that’s hard to replicate.
  • Sharp cheddar cheese – You’ll need 4 cups of shredded cheese or 16 ounces.
  • Pasta – You can use elbow macaroni or other shaped pasta but try to stick to a shape that’s close in size to macaroni for the best results. Cavatappi works great.
  • Pantry Staples – butter, flour, dry mustard.

How To Make Ultra Cheesy Mac and Cheese with Chili

You’re going to make this recipe in 2 parts. First, make the chili which needs to simmer on the stove for 2 hours. While it’s simmering away, make the mac and cheese. Finally, the two are folded together.

Step 1: Cook the veggies.

Use a dutch oven or a large pot. Cook onions until they’re slightly softened. Add in the mushrooms and cook for a few more minutes, then add in the garlic and cook for another minute.

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Step 2: Cook the ground beef.

Add the ground beef to the veggies, using a wooden spoon to break it into small pieces. Cook until there’s no pink remaining, and the juices have cooked down. Drain any excess fat from the pan.

Add in the chili powder, cumin, salt, and black pepper, and cook for a minute to absorb. Then, add in the Worcestershire, crushed and diced tomatoes, molasses, and a cup of water. Bring the chili to a boil, then reduce the heat and let it simmer for two hours, adding more water if it gets too thick.

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Step 3: Cook the pasta.

While your chili cooks, make the mac and cheese. Cook the pasta in salted water as per the package directions. Remove it when it’s been cooked to al dente, you don’t want the pasta to be soft and mushy. Drain the pasta, then return it to the pot.

Step 4: Make the creamy sauce.

Warm the half-and-half and evaporated milk in the microwave. Add butter to a saucepan and let it melt, then sprinkle in the flour. Whisk it constantly for a minute, then gradually add in the milk mixture, a little at a time. Whisk until the sauce is smooth, then cook until it thickens slightly. Season with salt and dry mustard.

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Step 5: Add the cheese.

Remove the sauce from the heat. Sprinkle in the shredded cheese, whisking until it’s melted and the sauce is smooth.

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Pour the sauce over the pasta and stir until it’s fully coated. It can sit at room temperature until the chili is ready.

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Step 6: Finish the chili mac.

Once the chili is ready, gently stir in the macaroni and cheese. Let the entire dish simmer for 5 minutes or until it’s hot throughout. Serve hot!

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A few recipe notes

  • Let your ground beef and veggies drain really well. No one wants greasy chili.
  • Don’t overcook your pasta. You want it to have just a touch of a bite still so it is strong enough to stand up to the thick chili.
  • Make sure you remove the sauce from the heat before you add the cheese. Cheese melts at a low temperature and it doesn’t need to be on the stove to make a creamy sauce. But if you overcook it, it could become stringy, grainy, or separated.

More Casserole Recipes to Feed a Crowd

  • Chicken Enchilada Layered Casserole (With Homemade Sauce)
  • Stove Top Johnny Marzetti Casserole with American Cheese
  • Hamburger Casserole with Potatoes

If you loved this recipe, give it a star ⭐️⭐️⭐️⭐️⭐️ rating! Also, snap a picture of your finished dish and share it with me onInstagramusing the hashtag #butterandbaggage and tagging me @butterandbaggage.

Ultra Cheesy Chili Mac and Cheese

Author: Barbara Curry

Hearty and flavorful chili blended with creamy mac and cheese? Yes, please! This recipe for chili mac blows the other versions out of the water. Instead of simply adding cooked macaroni to chili, my version creates an irresistible blend of both chili and classic mac and cheese for a creamy, cheesy dinner all in one pot.

5 from 2 votes

Print Pin

PREP: 20 minutes minutes

COOK: 2 hours hours

TOTAL: 2 hours hours 20 minutes minutes

Servings: 12 servings

Ingredients

For the Chili

  • 1 tablespoon olive oil
  • 1 large onion chopped
  • 8 ounces mushrooms sliced
  • 3 cloves garlic minced
  • 3 lbs ground chuck
  • 3 tablespoons chipotle chili powder
  • 1 teaspoon cumin
  • 1 tablespoon salt
  • 1 tablespoon pepper
  • 3 tablespoons Worcestershire sauce
  • 16 ounces crushed tomatoes/tomato sauce
  • 14.5 ounces diced tomatoes
  • 2 tablespoons molasses
  • 1 cup water

For the Macaroni and Cheese

  • 3 tablespoons butter
  • ¼ cup flour
  • 3 cups half-and-half
  • 12 ounces evaporated milk
  • 16 ounces sharp cheddar cheese 4 cups shredded
  • 1 teaspoon salt
  • 1 teaspoon dry mustard
  • 1 lb macaroni

Instructions

Make the Chili

  • Heat the oil in a Dutch oven over medium high heat. Add chopped onions and cook until slightly softened, about 3 minutes. Add mushrooms and cook until softened, about 3 minutes. Add garlic and cook for about 1 minute.

  • Add ground beef, breaking it up into small pieces and cook until it has cooked through and the juices have cooked down. Drain any excess fat from the pan.

  • Return to the heat and add chili powder, cumin, salt and pepper and cook for a minute to absorb. Next add the Worcestershire sauce, crushed and diced tomatoes, molasses and a cup of water. Bring to a boil then reduce to simmer and let cook for 2 hours until it has thickened. Add more water if it gets too thick.

Make the Macaroni and Cheese

  • While the chili is cooking make the macaroni and cheese. Start by cooking the pasta in salted water per package instructions until al dante. Drain and return to the pot.

  • Warm the half-and-half and evaporated milk in the microwave. Add butter to a saucepan over medium heat. Once melted, whisk in flour and cook for a minute. Gradually add the milk mixture whisking constantly, cook until slightly thickened. Add dry mustard and salt.

  • Remove from the heat and add cheese, whisking until it has melted. Pour over the cooked pasta and stir to coat.

  • Once the chili has cooked, gently stir in the macaroni and cheese and simmer for about 5 minutes.

Barbara’s Tips + Notes
  • Let your ground beef and veggies drain really well.
  • Don’t overcook your pasta.
  • You can use ground chicken instead of beef and all half-and-half instead of evaporated milk.

Nutrition

Calories: 793kcal | Carbohydrates: 47g | Protein: 39g | Fat: 50g | Saturated Fat: 24g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 17g | Trans Fat: 2g | Cholesterol: 155mg | Sodium: 1336mg | Potassium: 973mg | Fiber: 4g | Sugar: 13g | Vitamin A: 1471IU | Vitamin C: 10mg | Calcium: 486mg | Iron: 5mg

Ultra Cheesy Chili Mac and Cheese - Butter & Baggage (23) Follow Me On SocialDid you make this recipe? Mention @ButterandBaggage or tag #ButterandBaggage on Instagram!

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Ultra Cheesy Chili Mac and Cheese - Butter & Baggage (2024)

FAQs

What can you add to mac and cheese to make it taste better? ›

Here are a few of my favorite ways to upgrade boxed mac and cheese in three ingredients or fewer:
  1. Broccoli + Shredded Chicken. ...
  2. Bacon + Peas + Egg. ...
  3. Garlic + Pickled Jalapeños. ...
  4. Mushrooms + Thyme + Grated Gruyère. ...
  5. Pesto + Sun-Dried Tomatoes. ...
  6. Kimchi + Bacon + Chopped Scallions. ...
  7. Cherry Tomatoes + Basil + Mozzarella.

How to make store-bought mac and cheese better? ›

How to Make Boxed Mac and Cheese Taste Better. To improve the tang and overall cheesiness of your boxed mac, add 2 to 3 tablespoons of plain Greek yogurt to the cooked and drained pasta while it's still warm. Toss to combine, then stir in the cheese powder until it's uniformly blended.

How does Gordon Ramsay make the best mac and cheese? ›

Preparation
  1. In a large pot over medium heat, combine the pasta and milk. ...
  2. Once the pasta is cooked, remove the pan from the heat and add the butter, cheddar cheese, salt, and pepper. ...
  3. Divide between serving bowls and top with the bread crumbs.
  4. Enjoy!
  5. All your favorite recipes, stored in one place.
May 4, 2023

What is the most flavorful cheese for mac and cheese? ›

Sharp cheddar is the overwhelming popular choice, but for extra-creamy results, we think medium cheddar is even better. Other delicious options include Gruyère, smoked Gouda, and Monterey Jack.

Why add sour cream to mac and cheese? ›

Sour cream is the perfect ingredient to substitute for milk when making mac and cheese, giving it a rich and creamy flavor without sacrificing texture. It's easy to add in, and you can adjust it to your liking — add extra sour cream for more creaminess, and counter with extra cheese for more cheesiness.

How do you make mac and cheese not boring? ›

Fat is a megaphone for flavor, so richer dairy options result in a mac and cheese where you might actually taste cheese rather than merely salt, even in those with a boxed pedigree. Swap out your skim or 2% milk with fuller-fat dairy options like whole milk, half and half, or, if you really mean it, heavy cream.

How do you keep mac and cheese creamy? ›

If you want a very creamy mac n' cheese, you can add Velveeta processed cheese or American cheese (from the deli) to your melted cheese base mixture. The American cheese provides the creaminess you are looking for, and when reheating the mac n' cheese add a little bit of milk.

Why does my mac and cheese not taste good? ›

Not salting the pasta water

And great pasta begins with water that's been heavily salted. We're talking ocean water levels of salt. Not adding salt to your water leads to bland, tasteless noodles. This, in turn, leads to a finished product that is flavorless even after adding the cheese sauce.

Can I use yogurt instead of milk in mac and cheese? ›

Finally, using a plain yogurt is one of the best options for replacing milk in kraft mac and cheese! A plain whole milk yogurt or a greek yogurt would work well. Mix it in the same way you'd mix in sour cream, until it is well incorporated. This may have a slightly tangier flavor, but that is a personal preference.

What 2 cheeses are best for mac and cheese? ›

For a mac and cheese recipe, consider the combination of sharper cheddar cheeses and a flavorful Parmesan. This cheese adds a boost of fruity, nutty notes to your favorite macaroni recipes.

Is it OK to eat mac and cheese everyday? ›

Are mac and cheese healthy, yes or no? Unfortunately, traditional mac and cheese tends to be unhealthy because it contains high amounts of saturated fats and sodium from butter, cheese, and milk. Additionally, it is calorie-dense and not ideal for those trying to lose weight.

What meat goes best with mac and cheese? ›

Popular choices are bacon, ground beef, shredded chicken, cooked sausage or pulled pork, which add a savory depth to the dish. Is mac and cheese for dinner? Absolutely! Mac and cheese can be a satisfying main dish, especially when paired with sides like a protein or a salad.

How do you fix tasteless mac and cheese? ›

Try adding a little more salt first, because that might fix it. If the problem was the cheese you use doesn't have much flavor, then try adding some other flavors, such has mustard or hot sauce. The next time you make it, try to find some more strongly flavor cheese, or adding more cheese.

What seasonings enhance cheese flavor? ›

Thyme, dill, or chives are a go-to herb for pretty much every cheese, so you are unlikely to go wrong if you have one of these three on hand and you suddenly need to whip up a smashingly delicious cheese and herb pairing. Start your experimentation small, making grilled cheese sandwiches with a tiny bit of dill.

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