Name: Meatloaf and Cheddar Shells Casserole
Prep time: 15 min
Cook time: 35 min
Total time: 50 min
Cuisine: American
Ingredients: 1 lb ground beef; 1/2 cup breadcrumbs; 1 egg; 1/4 cup milk; 1/4 cup ketchup; 1 tablespoon Worcestershire sauce; 1 teaspoon garlic powder; 1 teaspoon onion powder; Salt and black pepper to taste; 8 oz medium pasta shells; 2 tablespoons butter; 2 tablespoons all-purpose flour; 2 cups milk; 2 cups shredded sharp cheddar cheese; 1/2 teaspoon dry mustard (optional); 1/4 teaspoon paprika (optional); Chopped parsley for garnish (optional)

Jump to Recipe·Print Recipe

A hearty, family-friendly comfort food combining classic meatloaf flavors with creamy cheddar pasta shells, all baked to perfection in one satisfying casserole.

Why You'll Love This Recipe

This Meatloaf and Cheddar Shells Casserole brings together the best of two comfort food classics in one delicious dish. The savory meatloaf base provides a hearty foundation while the creamy, cheesy pasta shells create the perfect topping. It's a complete meal in one pan, making it ideal for busy weeknights when you need something satisfying that the whole family will enjoy. The contrast between the meaty bottom layer and the creamy pasta top creates wonderful texture and flavor in every bite. Plus, it's easy to prepare ahead of time and reheats beautifully for leftovers.

Ingredients

(Tip: You'll find the full list of ingredients and measurements in the recipe card below.)

Ground beef forms the foundation of this casserole, providing rich flavor and hearty texture. Choose a lean-to-medium fat content (80-85% lean) for the best combination of flavor and moisture.

Breadcrumbs help bind the meatloaf mixture together while adding a pleasant texture. You can use store-bought or make your own from day-old bread for a rustic touch.

Egg acts as the crucial binder that helps hold the meatloaf together during baking. It creates structure and prevents the meat mixture from becoming crumbly.

Milk adds moisture to the meatloaf mixture, ensuring it stays tender and juicy after baking. It also helps activate the breadcrumbs to create a cohesive texture.

Ketchup contributes tangy sweetness and a rich tomato flavor to the meatloaf base. It caramelizes slightly during baking, enhancing the overall depth of flavor.

Worcestershire sauce brings a complex umami quality to the meatloaf. Its fermented, savory profile adds depth and enhances the meaty taste throughout the dish.

Garlic powder and onion powder infuse the meatloaf with aromatic flavors without adding chunks or moisture. They provide classic savory notes that complement both the meat and cheese components.

Pasta shells create the perfect vehicle for capturing the creamy cheese sauce in their cup-like shape. Medium shells work best, but small or large shells can be substituted if needed.

Butter and flour form the roux that thickens the cheese sauce, creating a velvety base that clings beautifully to the pasta shells.

Cheddar cheese is the star of the upper layer, bringing rich, tangy flavor and that irresistible melty quality. Sharp cheddar provides the best flavor contrast to the savory meatloaf.

Dry mustard and paprika are optional but worthwhile additions that enhance the cheese sauce with subtle warmth and depth without overwhelming the dish.

Directions

Preheat oven to 375°F (190°C). Lightly grease a 9x13-inch baking dish.
In a large bowl, mix ground beef, breadcrumbs, egg, ¼ cup milk, ketchup, Worcestershire sauce, garlic powder, onion powder, salt, and pepper until combined.
Press the meat mixture evenly into the bottom of the prepared baking dish to form a meatloaf layer. Bake uncovered for 20 minutes.
Meanwhile, cook pasta shells according to package directions until al dente. Drain and set aside.
In a medium saucepan, melt butter over medium heat. Whisk in flour and cook for 1 minute. Gradually whisk in 2 cups milk and cook, stirring constantly, until thickened.
Stir in shredded cheddar cheese, dry mustard, paprika, and season with salt and pepper. Mix until smooth and melted.
Stir the cooked pasta shells into the cheese sauce until evenly coated.
Remove the meatloaf from the oven and evenly spoon the cheesy pasta shells over the top.
Return to the oven and bake for an additional 15 minutes, or until bubbly and lightly golden on top.
Let rest for 5 minutes before serving. Garnish with chopped parsley if desired.

Servings and Timing

This Meatloaf and Cheddar Shells Casserole serves 6 people generously, making it perfect for family dinners. The recipe requires 15 minutes of prep time and 35 minutes of cooking time, for a total of 50 minutes from start to finish. Each serving contains approximately 480 calories, providing a satisfying and filling meal that pairs well with a simple side salad or steamed vegetables to round out the meal.

Variations

Vegetable-Loaded Version: Add diced bell peppers, carrots, and zucchini to the meatloaf mixture and frozen peas to the cheese sauce for added nutrition and color.

Italian-Style: Incorporate Italian seasoning, sun-dried tomatoes, and mozzarella cheese instead of cheddar, then top with a sprinkle of Parmesan before baking.

Mexican Twist: Season the meatloaf with taco seasoning, add diced green chilies, use pepper jack cheese instead of cheddar, and garnish with cilantro and diced avocado.

Turkey Substitution: Use ground turkey instead of beef for a lighter version, but add a tablespoon of olive oil to maintain moisture.

Gluten-Free Adaptation: Substitute gluten-free breadcrumbs and pasta shells to make this dish accessible for those with gluten sensitivities.

Spicy Version: Add red pepper flakes to the meatloaf mixture and a dash of hot sauce to the cheese sauce for heat lovers.

Storage/Reheating

This casserole stores exceptionally well, making it perfect for meal prep. To store leftovers, allow the casserole to cool completely before covering tightly with aluminum foil or transferring portions to airtight containers. Refrigerate for up to 3-4 days.

For reheating, the microwave works well for individual portions – cover loosely and heat for 1-2 minutes, stirring halfway through if possible. For the best texture, reheat larger portions in the oven at 350°F for 15-20 minutes or until heated through.

You can also freeze this casserole either before or after baking. To freeze before baking, assemble the casserole but don't bake the final 15 minutes. Cover tightly with foil and freeze for up to 3 months. When ready to eat, thaw in the refrigerator overnight and bake as directed, adding an extra 10-15 minutes to the cooking time.

For freezing after baking, portion the cooled casserole into individual servings or freeze the entire dish. Wrap tightly in plastic wrap and foil. Freeze for up to 2 months. Thaw in the refrigerator before reheating as directed above.

FAQs

Can I make this casserole ahead of time?

Yes, you can assemble this casserole up to 24 hours in advance. Prepare both components but keep them separate: refrigerate the baked meatloaf layer in the baking dish and store the pasta and cheese sauce separately. When ready to bake, warm the pasta mixture slightly, assemble as directed, and bake until bubbly and hot throughout.

What can I substitute for the ground beef?

Ground turkey, ground chicken, or a plant-based ground meat substitute all work well in this recipe. For ground turkey or chicken, consider adding a tablespoon of olive oil or an extra tablespoon of Worcestershire sauce to maintain moisture and flavor.

My cheese sauce is lumpy. How can I fix it?

If your cheese sauce develops lumps, remove it from heat and whisk vigorously. If lumps persist, transfer to a blender and pulse until smooth, then return to the pot. To prevent lumps in the future, ensure your milk is at room temperature before adding it to the roux, add it gradually while whisking constantly, and remove the sauce from heat before adding the cheese.

Can I use a different type of pasta?

Absolutely! While shells are ideal for catching the cheese sauce, other short pasta shapes like elbow macaroni, penne, or rotini will work well too. Just be sure to cook them al dente since they'll continue cooking slightly in the oven.

How do I know when the meatloaf layer is cooked through?

The initial 20-minute bake should cook the meatloaf most of the way through. To be certain, use an instant-read thermometer to check that the center reaches 160°F (71°C) by the end of the total cooking time. The meatloaf should no longer be pink in the center.

Can I add vegetables to this casserole?

Yes! Finely diced onions, bell peppers, carrots, or spinach can be added to the meatloaf mixture. For the pasta layer, consider mixing in peas, roasted bell peppers, or broccoli florets. Just ensure vegetables are either pre-cooked or diced small enough to cook within the baking time.

What sides go well with this casserole?

This hearty casserole pairs beautifully with lighter sides like a simple green salad, steamed broccoli, roasted asparagus, or a side of garlic green beans. A crusty bread or dinner rolls are also excellent for sopping up any extra cheese sauce.

Why is my casserole watery?

Excess moisture usually comes from either undercooked pasta that releases starch during baking or insufficient thickening of the cheese sauce. Ensure your pasta is cooked to al dente and that your cheese sauce has properly thickened before assembly. Also, let the casserole rest for 5-10 minutes before serving to allow it to set.

Can I use pre-shredded cheese?

While convenient, pre-shredded cheese contains anti-caking agents that can prevent smooth melting. For the best creamy cheese sauce, buy block cheese and grate it yourself just before using. If you must use pre-shredded, choose a high-quality brand and consider adding an extra tablespoon of flour to your roux.

How can I make a lower-calorie version?

For a lighter version, use lean ground beef or turkey (93% lean), reduced-fat cheese, and whole grain pasta. You can also substitute half the pasta with cooked cauliflower florets. Consider using 1% milk for the cheese sauce and adding extra vegetables to the meatloaf layer to reduce the calorie content while maintaining volume and satisfaction.

Conclusion

This Meatloaf and Cheddar Shells Casserole brings together the best of two beloved comfort foods into one satisfying, family-friendly dish. With its savory meatloaf base and creamy, cheesy pasta topping, it's a complete meal that delivers on both flavor and convenience. The contrast of textures and the rich, comforting flavors make this casserole a standout option for weeknight dinners, family gatherings, or whenever you're craving something hearty and satisfying.

What makes this recipe truly special is its versatility – it can be adapted to suit your family's preferences, made ahead for busy days, and repurposed into delicious leftovers. Whether you stick to the classic version or experiment with one of the suggested variations, this casserole is sure to become a regular in your meal rotation. The next time you're looking for a dish that combines familiarity with a fresh twist, give this Meatloaf and Cheddar Shells Casserole a try – it's comfort food at its finest.