Side Dishes
This copycat Panera mac and cheese recipe delivers the same velvety cheddar perfection you love from the bakery—rich, creamy, and topped with buttery breadcrumbs that add just the right crunch.
The secret lies in a precise cheese blend and a foolproof roux technique that creates a sauce so smooth it practically melts in your mouth. I’ve recreated this dish exactly as it’s made in their kitchens, down to the oven temperature and simmering time.
What sets this recipe apart is the balance of sharp cheddar and just enough creaminess to make every bite indulgent without being heavy. The breadcrumb topping isn’t just decorative—it’s buttery and golden, adding texture that contrasts beautifully with the soft macaroni underneath.
This isn’t your average mac and cheese; it’s a restaurant-quality side dish that’s surprisingly easy to make at home.
The process is straightforward: cook the pasta al dente, prepare a velvety cheese sauce using a roux, and finish with a crispy breadcrumb topping that bakes to golden perfection. The result is a dish that’s creamy, cheesy, and impossible to resist—just like the version you’d order at Panera.
Whether you’re serving it as a side or making it the star of the meal, this recipe delivers every time.
Add-ins like crispy bacon or fresh herbs can customize it to your taste, but the classic version is already packed with flavor. Ready in about 30 minutes, this mac and cheese is perfect for weeknight dinners or holiday gatherings. Let’s get started on recreating that bakery-style magic at home.
Ingredients for copycat panera mac and cheese
Sharp cheddar, buttery roux, and crispy panko—just like Panera’s bakery-style mac and cheese.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Cooked al dente, drained |
| Sharp White Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Medium Cheddar Cheese 🧀 | 1 cup | Shredded, block preferred |
| Extra-Sharp White Cheddar Cheese 🧀 | ½ cup | Shredded, for depth of flavor |
| Unsalted Butter 🧈 | ½ cup | Cold, cut into pieces |
| All-Purpose Flour 🌾 | ¼ cup | For roux base |
| Whole Milk 🥛 | 1 ½ cups | Full-fat for creaminess |
| Heavy Cream 🥛 | ½ cup | For extra richness |
| Diamond Crystal Kosher Salt 🧂 | 1 ½ tsp | Adjust to taste |
| Freshly Ground Black Pepper 🌶️ | ½ tsp | For subtle heat |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Melted Butter 🧈 | 2 tbsp | For breadcrumb coating |
| Garlic Powder 🧄 | ½ tsp | For subtle depth |
The cheese blend is everything. Sharp white cheddar gives that signature tang, while medium cheddar balances it out. I grab mine from Whole Foods or Wegmans—their block cheddar shreds perfectly. Pre-shredded gets clumpy and lacks flavor, so skip the bagged stuff. For the roux, use unsalted butter and cook it low and slow until it’s a golden paste—rushing this step makes the sauce grainy. Flour should be sifted first for a smoother texture. The milk? Whole milk only—it makes the sauce luxuriously creamy without being heavy.
No sharp cheddar? Extra-sharp white cheddar plus a pinch of cayenne gets you close. Running short on milk? Half-and-half works in a pinch, but the sauce won’t be as rich. The breadcrumbs are non-negotiable for that bakery-style crunch—panko stays crispy, while regular breadcrumbs turn soggy. For extra flavor, toss the panko with garlic powder and paprika. The recipe calls for heavy cream, but if you’re watching calories, Greek yogurt thinned with milk adds protein without sacrificing creaminess.
This sauce gets better as it sits—reheat with a splash of milk to restore creaminess. Store leftovers in an airtight container for up to 5 days, but honestly, it disappears faster than that. For the crispy topping, assemble the dish right before baking—broil for 2-3 minutes to get that golden, buttery finish. Freeze portions without the topping—just add the breadcrumbs fresh when reheating. The cheese sauce alone keeps for 3 months in the freezer, making this a perfect make-ahead dish for holiday dinners.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe because it’s actually one-pot—no strainers, no extra bowls, just elbow macaroni boiling right in the cheesy sauce. The moment the pasta absorbs that rich, layered cheddar (sharp, medium, extra sharp—yes, all three), I’m already planning my next serving.
- Cheddar Overload: Between us, Panera’s version is always cheesy—but this copycat nails it with that perfect balance of sharp, tangy, and buttery. The butter isn’t just melted in; it’s caramelized just enough to give every bite that irresistible crisp at the edges while staying creamy inside. Honestly, I’ve tried cheaper cheddars, and none cut it.
- Game for Any Meal: This isn’t just a side—it’s my go-to for potlucks, lazy Sundays, or even a fancy-ish dinner when I’m feeling fancy. Serve it with a simple salad for a full meal, or let the kids dip bread in the leftovers (they will). Between us, it’s the dish that always gets seconds, no questions asked.
- Leftover Goldmine: Make a big batch—it reheats like a dream. The sauce doesn’t turn gluey, and the pasta stays tender (no mushy nightmares here). I’ll be real: I’ve had this for lunch the next day, stuffed in a grilled cheese, or even cold in a wrap. It’s my budget-friendly, time-saving secret weapon.
Step-by-step instructions for copycat Panera mac and cheese
Here's how to replicate that iconic velvet texture and golden crunch at home.
Cook the Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add the 12 oz elbow macaroni. Cook until just shy of the package directions for al dente—you want the pasta to have a slight bite when bitten. I test by tasting a piece and looking for that firm center. Reserve 1 cup of the starchy pasta water before draining completely, as we'll use it later to create the silky sauce.
Drain the pasta and return it to the pot. Set aside while we prepare the cheese sauce. This step is crucial—overcooking the pasta will result in a mushy final dish, while undercooking means you'll have to finish it in the oven, which can make it dry.
Create the Ultimate Cheese Sauce
In a large saucepan, melt the 0.5 cup unsalted butter over medium heat. Once melted and foaming, whisk in the 0.25 cup all-purpose flour to create a roux. Cook for 2-3 minutes until the mixture turns a pale golden color and smells nutty—this removes the raw flour taste and forms the base for our sauce.
Gradually whisk in the 1.5 cups whole milk and 0.5 cup heavy cream, ensuring no lumps form. Add the 2 cups sharp white cheddar, 1 cup medium cheddar, and 0.5 cup extra-sharp white cheddar all at once. Stir continuously until the cheese melts completely and the sauce thickens to a velvety consistency. Remove from heat before it comes to a boil—we want to preserve that smooth texture.
Combine Pasta and Sauce
Add the cooked macaroni to the cheese sauce and stir gently to coat each strand evenly. Season with the 1.5 tsp diamond crystal kosher salt and 0.5 tsp freshly ground black pepper. If the sauce is too thick, whisk in some of the reserved pasta water 1 tablespoon at a time until it reaches a perfect coating consistency—it should cling to the pasta without being watery.
Here's the thing—this is where the magic happens. The combination of sharp, medium, and extra-sharp cheddar creates that signature depth of flavor. The heavy cream adds richness while the whole milk keeps it balanced. Taste and adjust seasoning now, as the flavors will meld further during baking.
Step 4: Prepare the Crispy Breadcrumb Topping
In a small bowl, mix the 0.5 cup panko breadcrumbs, 0.5 tsp garlic powder, and 2 tbsp melted butter until evenly combined. The breadcrumbs should look moist but not wet—just enough to hold together when sprinkled. This topping is what gives Panera's mac and cheese that irresistible crunch.
Transfer the macaroni mixture to a 9x9-inch baking dish. Spread it out evenly, creating a smooth surface. The even distribution ensures the breadcrumb topping cooks uniformly and creates that perfect crispy layer.
Bake to Golden Perfection
Preheat your oven to 375°F. Sprinkle the breadcrumb mixture evenly over the top of the macaroni, pressing down gently with a spatula to help it adhere. Bake for 20-25 minutes until the top is golden brown and the edges bubble slightly. The internal temperature should reach 165°F when checked with an instant-read thermometer.
Let the mac and cheese rest for 5 minutes before serving—this allows the cheese to set slightly and makes it easier to scoop. The breadcrumb topping should be crispy on top while still soft underneath, creating that perfect textural contrast that makes this dish so addictive. Serve immediately while hot, and enjoy every velvety, cheesy bite!
Pro Tips For Making Copycat Panera Mac And Cheese
- Reserve the pasta water: You’ll need about 1 cup—don’t drain the pot completely. That starchy water is the glue that keeps the sauce from breaking when you mix it in. I used to skip this and wondered why my cheese sauce looked like dry crumbles instead of a creamy blanket.
- Shred the cheddars unevenly: Mix chunky, medium, and fine shreds—Panera’s version isn’t perfectly uniform. The extra-sharp white cheddar should have some larger pieces for texture, while the medium cheddar adds smoothness. I learned this the hard way when my first batch tasted like a cheese smoothie.
- Cook the pasta al dente: Pull it out when it’s just firm—about 1 minute less than the package says. Overcooked elbows turn mushy when they sit in the sauce, and no one wants a sad, gummy mac. Test one piece; it should have a slight bite.
- Melt the butter low and slow: Heat the butter on medium-low until it’s fully melted but not browned—this prevents a bitter taste. I was skeptical until I tried it; the sauce stays rich without that off-flavor. (Yes, even if you’re impatient like me.)
Wine and beer pairings for this dish
Creamy White Wine
Panera’s mac and cheese is a match made in heaven with a crisp, dry Chardonnay from California’s Sonoma Coast region. The wine’s bright acidity cuts through the richness, while its buttery notes complement the cheddar beautifully.
I always reach for a 2022 La Crema Chardonnay—its citrus and mineral finish cleanses your palate between bites of that velvety sauce. 🍷
Malty Amber Ale
For beer lovers, a Belgian-style amber ale like Allagash Amber is my go-to. The caramel and toasty malt flavors mirror the breadcrumb topping’s buttery crunch, while the hoppy finish balances the dish’s creaminess. Serve it slightly chilled to let the malty notes shine through without overpowering the cheese. 🍺
Spiced Red Blend
If you prefer red wine, a Zinfandel from California’s Dry Creek Valley brings warmth and spice that harmonize with the sharp cheddar. Look for a 2021 Ravenswood Zinfandel—its blackberry and vanilla notes elevate the dish’s depth.
The wine’s slight tannins also help cleanse the palate between bites of the breadcrumb-topped mac and cheese. 🍷
Light Lager Pairing
A German-style pilsner like Warsteiner or Stella Artois works surprisingly well for those who want a lighter option. The crisp, clean profile lets the mac and cheese’s cheesy flavors take center stage while refreshing your palate. Serve it ice-cold to highlight its effervescence against the dish’s creamy texture. ❄️
Non-Alcoholic Options
For a non-alcoholic pairing, try a sparkling apple cider like Martinelli’s or a ginger beer such as Brew Dr. Brown’s. The effervescence and slight sweetness contrast the dish’s richness, while the ginger adds a subtle kick that complements the sharp cheddar. Serve chilled for the best experience. 🍎
Nutrition facts
Frequently asked questions
Why does Panera's mac and cheese have such a creamy texture?
The secret lies in the roux technique and cheese blend. A properly cooked roux (butter + flour cooked to golden perfection) creates an emulsifier that keeps the sauce silky. The combination of sharp, medium, and extra-sharp cheddar adds depth without heaviness, while whole milk and heavy cream provide that signature velvety mouthfeel.
Can I make this mac and cheese ahead of time?
Assemble the dish (without the breadcrumb topping) up to 2 days ahead and refrigerate in an airtight container. When ready to serve, bake at 375°F for 25-30 minutes (covered with foil first, then uncovered for browning). For the crispy topping, add fresh breadcrumbs just before baking. The cheese sauce alone keeps for 3 months in the freezer.
What's the best way to reheat leftovers?
For the creamiest results, reheat in a 350°F oven for 15-20 minutes covered with foil, then broil for 2-3 minutes to crisp the topping. If using the microwave, cover with a damp paper towel and heat in 30-second intervals, stirring between each. Add a splash of milk to restore creaminess if needed.
Can I substitute other cheeses?
While the recipe calls for cheddar, you can experiment with Monterey Jack (for milder flavor) or add 1/2 cup Gruyère (for nutty depth). For a dairy-free version, use vegan cheddar shreds and coconut milk instead of dairy cream. The key is maintaining a sharp-to-medium cheese ratio for that signature tang.
How do I fix a sauce that's too thick or too thin?
For a thick sauce, whisk in 1 tablespoon reserved pasta water at a time until smooth. If too thin, remove from heat and stir in 1 teaspoon cornstarch mixed with 1 tablespoon cold water until thickened. Never boil the sauce after adding cheese—it can separate. The ideal consistency should coat the back of a spoon without being gluey.