Side Dishes
This copycat Panera Bread mac and cheese delivers the same ultra-creamy cheddar swirls and buttery breadcrumb crown you love from the bakery-café.
After years of perfecting the technique, I’ve cracked the code for that signature texture—where the pasta stays tender, the cheese sauce is velvety, and the topping achieves that golden, crispy perfection.
The secret lies in the roux and cheese blend, which creates a sauce so rich it clings to every noodle without turning greasy.
What makes this recipe truly foolproof is the method: a precise balance of sharp cheddar, American cheese for creaminess, and a touch of mustard powder for depth. The breadcrumb topping isn’t just decorative—it’s the star, baked until crispy while the cheese below stays warm and gooey.
Unlike many copycat versions, this recipe delivers restaurant-quality results in a standard home oven, with no special equipment required.
By the time you pull this mac and cheese from the oven, you’ll have a dish that rivals Panera’s—golden breadcrumbs crackling on top, creamy cheese swirling through tender elbow macaroni, and that unmistakable cheesy aroma filling your kitchen.
The texture is what sets this apart: no dry pasta, no watery sauce, just a perfect harmony of components that make every bite satisfying. Ready to make this at home?
This recipe is designed for weeknight dinners but works just as well for holiday gatherings or potlucks. The leftovers reheat beautifully, though I won’t blame you for devouring the entire pan straight from the oven. Let’s get started on recreating this bakery-café classic in your own kitchen.
Ingredients for copycat panera bread mac and cheese
Six ingredients make the magic happen—creamy cheese, crispy crumbs, and that perfect buttery bite.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Uncooked, standard size |
| Sharp Cheddar Cheese 🧀 | 1 ½ cups | Shredded, block preferred |
| American Cheese Slices 🧀 | 1 package | 20 oz, cut into chunks |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for roux |
| All-Purpose Flour 🌾 | ¼ cup | For roux, sifted |
| Whole Milk 🥛 | 2 cups | Full-fat for creaminess |
| Mustard Powder 🌶️ | 1 tsp | For depth of flavor |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Panko Breadcrumbs 🍞 | ¾ cup | For crispy topping |
| Garlic Powder 🧄 | ½ tsp | For subtle garlic note |
| Dried Parsley 🌿 | 1 tbsp | For garnish, optional |
The cheese is non-negotiable here. Sharp cheddar from a block (like Kraft Natural or Cabot) melts smoother than pre-shredded—no clumps, no weird aftertaste. American cheese? Kraft Singles are a must; they’re the secret to that signature creaminess. I grab mine in bulk from Costco—lasts forever and saves money. For the roux, unsalted butter is key. Cold cubes create the best texture, and don’t skip sifting the flour—it makes the sauce silky. The panko? Trader Joe's brand is my go-to—it stays crispy without turning greasy.
No sharp cheddar? Monterey Jack works in a pinch, but it won’t be quite as rich. Pre-shredded cheese? Toss it in hot water for 2 minutes first—it’ll melt better. Out of panko? Regular breadcrumbs toasted in the oven (350°F for 5 minutes) do the trick. Mustard powder missing? Dijon mustard at half the amount adds depth too. The milk can be whole or 2%—just avoid skim. And if you’re feeling fancy, swap the dried parsley for fresh—half the amount since it’s more potent.
This reheats like a dream—just cover with foil and nuke for 90 seconds. For the best texture, assemble the dish 30 minutes ahead and let it sit at room temp before baking. The breadcrumbs stay crispy for 2 days if stored in an airtight container, but honestly? You’ll eat it all before then. Freeze portions for up to 3 months—just bake straight from frozen, adding 5 minutes to the cook time.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe—just butter, flour, and milk for the roux, then cheese until it’s that perfect stretchy, gooey texture. No extra pans, no extra stress, and honestly? It’s the only way I’ll ever make mac and cheese again.
- Cheddar Overload: That sharp cheddar and melted American? It’s like a hug in sauce form. The American adds that signature Panera creaminess while the sharp cheddar brings the bold kick—every bite tastes like a cheat day, even when it’s not.
- Lunchbox Hero: Between us, this is my go-to for meal prep. The leftovers stay creamy (not dry!) for days, and I pack it in jars for work lunches—my coworkers still ask how I make it so good. (Spoiler: It’s the breadcrumbs on top.)
- Budget Win: Sharp chedddar blocks and elbow mac are cheap staples, and I stretch this recipe to feed four for under $8. Plus, the flour-butter roux trick cuts costs compared to pre-made sauces—same taste, way better value. (Yes, even on a Tuesday night.)
Step-by-step instructions for copycat Panera Bread mac and cheese
Here's how to recreate that iconic Panera mac and cheese with a crispy breadcrumb crown and velvety cheddar sauce.
Cook the Elbow Macaroni Al Dente
Bring a large pot of water to a rolling boil and add 1.5 lbs elbow macaroni. Cook according to package instructions until 1 minute before al dente—you want the pasta to finish cooking in the oven. Reserve 2 cups of pasta water before draining, as this starchy liquid will help create the creamy sauce later.
I like to taste-test the pasta at this stage—it should have a slight bite but still feel tender. Drain well and set aside. The key here is not to overcook the pasta, as it will continue cooking in the oven and become mushy if it starts out too soft.
Make the Creamy Cheddar Sauce
In a large Dutch oven, melt 0.5 cup unsalted butter over medium heat until fully melted. Whisk in 0.25 cup all-purpose flour and cook for 1-2 minutes until the mixture forms a smooth, thick paste. This is your roux—the foundation of the creamy sauce.
Slowly pour in 2 cups whole milk while whisking constantly to prevent lumps from forming. Add 1.5 cups sharp cheddar cheese and 1 package American cheese slices (cut into chunks), stirring until the cheese is fully melted and the sauce is smooth. Season with 1 tsp mustard powder, 1.5 tsp salt, and 0.5 tsp black pepper.
Combine Pasta and Sauce
Add the drained pasta to the Dutch oven and stir gently to coat each strand with the creamy cheese sauce. The mixture should look thick and glossy—if it seems too stiff, add a splash of the reserved pasta water to loosen it. The sauce should cling to the pasta without being watery.
Here's the thing—this is where the magic happens. The residual starch from the pasta water helps create that signature ultra-creamy texture. If the sauce starts to separate or looks too thick, don't worry. We'll fix that in the next step with the breadcrumb topping.
Prepare the Crispy Breadcrumb Topping
In a small bowl, mix together 0.75 cup panko breadcrumbs, 0.5 tsp garlic powder, and 1 tbsp dried parsley. This topping is what gives the dish its signature crispy crown, so don't skip the parsley—it adds a fresh, herby note that balances the richness.
Transfer the mac and cheese mixture to a greased 9x13-inch baking dish. Spread it out evenly, then sprinkle the breadcrumb mixture evenly over the top. Press down gently with the back of a spoon to help the crumbs adhere and create that perfect crispy layer.
Bake to Golden Perfection
Preheat your oven to 375°F and place the baking dish on the middle rack. Bake for 25-30 minutes until the top is golden brown and the edges are bubbling. The breadcrumbs should be crispy and toasted, while the cheese underneath should be fully melted and creamy.
Let the mac and cheese rest for 5 minutes before serving—this allows the cheese to set slightly and makes it easier to slice. The result should be a creamy, cheesy masterpiece with a crispy, buttery breadcrumb crown that's just like the restaurant version. Enjoy immediately while it's hot!
Pro Tips For Making Copycat Panera Bread Mac And Cheese
- Cook the pasta AL DENTE: DESCRIPTION: Panera’s version relies on that slight bite—pull the elbows before they’re fully tender, then finish cooking in the cheese sauce. I used to overcook them, and the texture turned mushy. Trust the timer: 6 minutes in boiling water, then drain and shock in ice water for 30 seconds to stop cooking.
- Shred cheese aggressively: DESCRIPTION: The American cheese slices melt differently than sharp cheddar, so tear them into uneven chunks instead of slicing. For the sharp cheddar, pulse it in a food processor until it’s more like powder than shreds—this ensures a creamy, velvety sauce that clings to every noodle.
- Melt butter low and slow: DESCRIPTION: Don’t rush the roux—cook the butter and flour over medium heat for 3-4 minutes until it’s a pale gold, not brown. I learned this the hard way: burning it once left a bitter aftertaste that ruined the whole dish. Stir constantly, or walk away if you have to.
- Add cheese in stages: DESCRIPTION: Dump all the cheese at once and you’ll end up with lumps. Start with half the sharp cheddar, stir until melted, then add the American cheese and remaining cheddar. The American cheese needs time to emulsify properly—rush it, and you’ll get a greasy, separated sauce.
Perfect pairings for this copycat panera bread mac and cheese
Crispy Sides
Panera’s mac and cheese pairs perfectly with their garlic-parmesan breadsticks—the buttery, cheesy crunch cuts through the richness beautifully. I like to bake a batch of Pillsbury Golden Flaky Refrigerated Dough (seasoned with garlic powder and grated parmesan) alongside the mac and cheese.
The dough bakes in 15 minutes at 375°F while the mac finishes, creating a complete meal. 🥖
Fresh Salad Contrast
A simple arugula salad with lemon vinaigrette provides the perfect bright contrast to the creamy mac. Toss 4 cups baby arugula with 2 tbsp olive oil, 1 tbsp lemon juice, and a pinch of salt.
Add ¼ cup shaved parmesan for extra cheesy harmony. The peppery greens cleanse your palate between bites of rich mac and cheese.
Protein Pairings
For a heartier meal, serve with grilled chicken tenders or smoked sausage. I love using Boneless Chicken Tenders from Costco (baked at 400°F for 18 minutes) or Johnsonville Smoked Sausages (pan-fried for 10 minutes). The smoky, savory notes complement the cheesy mac without overpowering it. 🍗
Drink Recommendations
A crisp iced tea (like Sweet Tea from Arizona or homemade with Lipton Black Tea) is Panera’s go-to, but I prefer a sparkling lemonade for a refreshing twist.
For something stronger, a light lager like Miller Lite or Corona balances the richness without being too heavy. Avoid sweet sodas—they’ll make the mac taste even richer.
Dessert Follow-Up
End the meal with chocolate chip cookies—Panera’s version is legendary. I use Nilla Wafer Crumbs (mixed into the dough) for that signature texture. Bake at 350°F for 10-12 minutes for chewy centers. The chocolate and cookie combo mirrors the mac’s cheesy warmth but in a sweet, satisfying way. 🍪
Holiday Additions
For Thanksgiving or Christmas, top the mac with crispy bacon bits (cooked until crispy at 400°F for 8 minutes) or sautéed mushrooms (cooked in 1 tbsp butter for 5 minutes).
A sprinkle of green onions adds a festive pop of color. These additions elevate the dish for special occasions without losing its comforting essence.
Nutrition facts
Frequently asked questions
Why does Panera's mac and cheese have that signature crispy breadcrumb topping?
The breadcrumb crown isn't just decoration—it's a textural contrast that makes the dish irresistible. The panko toasts to a golden crisp while the cheese below stays creamy. The secret? Pressing the crumbs down gently before baking ensures they stay put and develop that perfect crunch. This technique also helps distribute heat evenly, preventing the cheese from overheating.
Can I make this mac and cheese ahead of time?
Assemble the dish up to 24 hours ahead and refrigerate uncovered. The breadcrumbs will stay crispy for 2 days if stored in an airtight container, though I won't blame you for eating it all first. For the best texture, bake straight from the fridge—just add 5-10 extra minutes to the baking time. The cheese will still be creamy because the cold starts prevent over-browning.
What's the best way to reheat leftovers?
Cover with foil and microwave for 90 seconds to restore creaminess. For oven reheating, bake at 350°F for 15 minutes covered, then broil 2 minutes uncovered to crisp the breadcrumbs. The key is moisture—never let it dry out. If the sauce looks separated, stir in 1 tbsp milk or reserved pasta water to smooth it out.
Can I substitute the American cheese?
American cheese is crucial for that signature creaminess, but you can try Monterey Jack or Colby in a pinch. For best results, blend 1 cup sharp cheddar with ½ cup mild cheddar to mimic the flavor profile. Avoid pre-shredded cheese—it contains anti-caking agents that make the sauce grainy. If you must use it, soak in hot water for 2 minutes first to remove excess starch.
How do I make this dish vegetarian?
This recipe is already vegetarian-friendly! The only potential issue is butter—use vegan butter (like Miyoko's) for the roux, and ensure your panko is egg-free. For extra richness, stir in 2 tbsp nutritional yeast when combining pasta and sauce. The flavor remains identical because the dish relies on cheese and breadcrumbs, not meat.