Simple Macaroni & Cheese Beef Skillet Bake

Recipe by Southern Lady

You can prepare in a skillet or top off by baking in the oven. I got this recipe off a brochure that came with my La Machine II food processor 23 years ago and is my standby super quick meal stored in my head. Serve with a green salad and hot rolls - just yummy.

Top Review by suzytx

I found this quite tasty and easy to make, but even with cutting the Worcestershire sauce in half, it was still rather salty. I will cut the salt in half next time I make it.

Ingredients Nutrition

  • 1 (7 1/2 ounce) box macaroni and cheese mix (Kraft or like)
  • 14 cup milk
  • 14 cup butter or 14 cup margarine
  • 1 teaspoon salt, DIVIDED
  • 1 lb 90% lean ground beef (90/10 or above is best)
  • 14-12 cup onion, chopped finely, measured amount your preference
  • 34 cup cheddar cheese, grated and DIVIDED
  • 1 (10 ounce) can mushroom soup
  • 12 cup milk or 12 cup half-and-half cream
  • 1 tablespoon Worcestershire sauce (or less, your preference)
  • pepper
  • 1 (4 ounce) can mushrooms, sliced and drained (ingredient is optional)


  1. Prepare box of Macaroni and Cheese as directed on box with 1/2 tsp Salt added to boiling water.
  2. Preheat Oven to 350°F.
  3. Spray Oil an 8 x 8 casserole dish.
  4. While macaroni is boiling, brown Ground Beef in a large skillet and add chopped Onion the last few minutes lowering heat and cooking until onion is clear in color.
  5. Drain any fat off the meat.
  6. In the prepared mac & cheese, fold in 1/4 cup Cheese, Mushroom Soup, milk and Worcestershire Sauce, remaining 1/2 tsp Salt and Pepper to taste.
  7. Add ground meat mixture and drained Mushrooms (optional) and mix well.
  8. Transfer mixture into the spray oiled casserole dish and top with the remaining 1/2 cup cheese.
  9. Bake for 30 minutes or until cheese is melted and bubbly.
  10. QUICK VERSION: Keep the mixture in the large skillet, sprinkle top with 1/2 cup cheddar cheese, lower heat to a very slow simmer and cook until cheese is melted and mixture is heated throughout. (However, I do believe the baked version is tastier).

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