Side Dishes
This Panera Bread macaroni and cheese copycat recipe brings home that beloved buttery crunch and creamy sauce everyone craves. The secret lies in a precise blend of sharp cheddar cheeses, a perfectly balanced breadcrumb topping, and a stovetop-to-oven technique that creates that signature golden crown.
After years of testing, I've finally cracked the code for achieving restaurant-quality results with simple ingredients and a foolproof method.
This copycat recipe focuses on three critical elements: the cheese sauce must be rich yet smooth, the pasta needs to cook just until al dente, and the breadcrumb topping requires precise baking to achieve that perfect crispy texture.
The combination of sharp cheddar, American cheese, and a touch of cream cheese creates depth of flavor that rivals the original, while the buttery breadcrumb crown adds that satisfying crunch in every bite.
What you'll end up with is a creamy, cheesy macaroni and cheese topped with golden, crispy breadcrumbs that hold their shape beautifully. The sauce clings to every strand of pasta, creating that signature velvety texture, while the breadcrumb crown adds a buttery contrast that makes each bite irresistible.
This dish is perfect for family dinners, potlucks, or whenever you crave comfort food that tastes like it came straight from Panera.
The best part? This recipe delivers restaurant-quality results in just 45 minutes, with minimal prep work. Whether you're serving it as a side dish or making it the star of the meal, this copycat version will have everyone believing you made it in a professional kitchen.
Let's get started on creating your own buttery, cheesy masterpiece.
Ingredients for panera bread macaroni and cheese copycat
Sixteen ingredients, zero shortcuts—this copycat delivers that iconic Panera crunch and creamy magic.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Dry pasta, not pre-cooked |
| Sharp White Cheddar Cheese 🧀 | 3 cups | Shredded, block preferred |
| American Cheese Slices 🧀 | 4 oz | Processed, for creaminess |
| Cream Cheese 🧀 | 4 oz | Full-fat, at room temp |
| Heavy Cream 🥛 | ½ cup | Full-fat for richness |
| Whole Milk 🥛 | ½ cup | Warmed slightly |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed |
| All-Purpose Flour 🌾 | 2 tbsp | For roux thickening |
| Panko Breadcrumbs 🍞 | 1 ½ cups | Japanese-style, not fine |
| Butter (for topping) 🧈 | 4 tbsp | Melted, unsalted |
| Garlic Powder 🧄 | ½ tsp | For depth of flavor |
| Onion Powder 🧅 | ½ tsp | Mild, not salted |
| Kosher Salt 🧂 | 1 ½ tsp | Adjust to taste |
| Black Pepper 🌶️ | ¼ tsp | Freshly ground |
The cheeses are where the magic happens. Sharp white cheddar gives that signature tang, but don't grab the pre-shredded kind from the store—it's coated with anti-caking agents that make the sauce grainy. Kroger or Whole Foods have the best block cheddar for shredding fresh. American cheese and cream cheese add that velvety texture—skip the low-fat versions, trust me on the full-fat. The pasta matters too: elbow macaroni holds sauce best, but any short pasta shape works in a pinch. Pro tip: Toast the pasta in butter for 2 minutes before cooking—it adds insane flavor!
No sharp cheddar? Pepper jack at half the amount gets you close, but you'll lose that signature tang. Running low on American cheese? Colby Jack shredded works in a bind, though it's not identical. The breadcrumbs are non-negotiable—Panko is a must for that perfect crown. No Panko? Crush whole wheat bread in a food processor, but it won't be as crispy. For the roux, all-purpose flour is key—don't use cake flour or you'll end up with a gluey mess. And yes, you absolutely need the butter—none of that margarine nonsense.
This reheats like a dream—honestly better the second day once everything melds together. Store leftovers covered in the fridge for 4-5 days, but honestly, it disappears faster than that. For make-ahead prep, assemble the dish (without baking), cover, and refrigerate overnight. The breadcrumb topping stays crispy for 3 days if you reheat it covered with foil for 5 minutes at 350°F. Freezing? Not ideal—the breadcrumbs turn soggy, but the sauce itself keeps well for 2 months if you freeze it without the topping.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe because it’s literally one pot—no extra bowls, no messy sauces. Toss the elbow macaroni, shredded sharp cheddar, and those gooey American cheese slices right into the simmering cream-cheese-heavy cream sauce, and let it melt together. The only cleanup is the pan, and honestly? That’s a win.
- Cheese Overload (In the Best Way): Between us, the combo of sharp white cheddar and American cheese slices is what makes this copycat so addictive. The sharp cheddar gives that bright, tangy bite, while the American cheese adds that signature Panera melt—creamy, stretchy, and impossible to resist. (Yes, even on a Tuesday night.)
- Leftovers That Don’t Suck: This mac and cheese actually tastes better the next day. The cheeses settle into that rich, velvety sauce, and the pasta holds up perfectly. I’ve reheated portions for lunch all week, and nobody—not even my picky teenager—has complained. That’s saying something.
- Budget-Friendly Crowd-Pleaser: Sharp cheddar and American cheese are affordable staples, and elbow macaroni? Cheap as dirt. This recipe feeds four for under $10, and it’s the kind of dish that disappears faster than my willpower when I’m craving comfort food. Bonus: It’s the go-to for game nights, potlucks, or when I need to feed the kids something that won’t spark a rebellion.
Step-by-step instructions for Panera bread macaroni and cheese copycat recipe
Here's how to nail that iconic buttery crown and creamy cheddar sauce at home.
Cook the Elbow Macaroni Al Dente
Bring a large pot of water to a rolling boil and add the 12 oz elbow macaroni. Stir immediately to prevent sticking. Cook for 11-12 minutes until the pasta is al dente—it should have a slight bite in the center. Drain the pasta in a colander, but don't rinse it. The starch on the pasta helps create that velvety sauce later.
While the pasta cooks, I like to prepare the cheese mixture so everything comes together smoothly. The key here is timing—the pasta should finish cooking just as you're ready to combine everything. If you rinse the pasta, you'll lose that starchy coating that makes the sauce cling perfectly to each strand.
Make the Ultra-Creamy Cheese Sauce
In a large, heavy-bottomed pot, melt the 0.5 cup unsalted butter over medium heat. Once melted, sprinkle in the 2 tbsp all-purpose flour and whisk vigorously for 1-2 minutes until you have a smooth roux. This step is crucial—it thickens the sauce and gives it that rich, velvety texture.
Slowly pour in the 0.5 cup whole milk and 0.5 cup heavy cream, whisking constantly to prevent lumps from forming. Once the mixture is smooth, reduce the heat to low and gradually add the 3 cups sharp white cheddar cheese, stirring until completely melted. Then, add the 4 oz cream cheese and 4 oz american cheese slices (cut into small pieces), stirring until fully incorporated and the sauce is silky smooth.
Combine Pasta and Sauce
Add the drained elbow macaroni to the cheese sauce and stir gently to coat each strand evenly. The sauce should look glossy and thick, but not too stiff. If it's too thick, add a splash of warm milk to loosen it. Season with 1.5 tsp kosher salt, 0.5 tsp garlic powder, 0.5 tsp onion powder, and 0.25 tsp black pepper. Taste and adjust the seasoning if needed—this is where you can really make the dish your own.
Transfer the macaroni and cheese to a greased 9x13-inch baking dish, spreading it out evenly. The goal is to create a smooth, even layer that will crisp up beautifully on top. Use a spatula to smooth the surface—this helps the breadcrumb topping adhere perfectly.
Create the Iconic Buttery Breadcrumb Crown
In a small bowl, mix together the 1.5 cups panko breadcrumbs with the 4 tbsp melted butter (for topping). Stir until the breadcrumbs are evenly coated and look moist but not soggy. Sprinkle this mixture evenly over the top of the macaroni and cheese, pressing down lightly with your fingers to help it stick.
Bake the dish at 375°F for 20-25 minutes, until the top is golden brown and the edges are bubbling. The breadcrumb topping should be crispy and slightly toasted, while the cheese underneath remains creamy and gooey. If the top isn't browning quickly enough, broil for 1-2 minutes at the end, keeping a close eye on it to avoid burning.
Rest and Serve for Maximum Comfort
Remove the baking dish from the oven and let it rest for 5-10 minutes before serving. This resting time allows the cheese to set slightly, making it easier to slice and serve without losing that creamy texture. The dish will be hot and bubbly—perfect for scooping up with a fork or spoon.
Slice into squares and serve immediately. Each bite should deliver that perfect combination of crispy, buttery breadcrumb topping and rich, velvety cheddar sauce. This copycat recipe captures all the comfort and indulgence of Panera's famous mac and cheese right in your own kitchen!
Pro Tips For Making Panera Bread Macaroni And Cheese Copycat
- SHRED CHEESE FINE: The American cheese slices are the star—grate them yourself instead of pre-shredded. Pre-shredded cheese has anti-caking agents that make the sauce grainy, and those little plastic bits? Not ideal. Use a box grater or pulse in a food processor for smooth, meltable goodness.
- SIMMER LOW AND SLOW: This isn’t a race. Once the cheese sauce is fully combined, reduce the heat to the lowest setting and let it bubble gently for 5-7 minutes. Skipping this step means a sauce that’s too thin or separates when you add the pasta—trust me, you’ll taste the difference.
- SALT THE PASTA WATER: Yes, even if your pasta is salted. The noodles need to absorb enough salt to balance the rich, cheesy sauce. Aim for a taste like the sea—if you lick your finger after dipping it in the water, it should sting a little. (I know, I know, but trust the process.)
- MIX IN CREAM CHEESE LAST: Add the cream cheese when the sauce is hot but off the heat—it melts faster and smoother. Dumping it in too early can make the sauce split, and nobody wants a lumpy Panera copycat. Stir vigorously until it’s fully dissolved, then return to the pot for that final simmer.
Creative variations of panera bread macaroni and cheese copycat
Spicy Kick
For those who love heat, stir in ½ tsp cayenne pepper or 1 tbsp hot sauce (like Frank's RedHot) when combining the pasta and sauce. I like to add it gradually—start with ¼ tsp and adjust to taste.
For extra smokiness, sprinkle ¼ tsp smoked paprika over the breadcrumb topping before baking. 🌶️
Breakfast Twist
Transform this into a brunch star by adding 2 scrambled eggs mixed into the cheese sauce before baking. Top with extra breadcrumbs and broil for 3-4 minutes at the end for a golden crust.
Serve with crispy bacon or a side of hash browns for a hearty meal. The eggs add protein and make it feel like a full breakfast.
Veggie-Packed Version
Add 1 cup steamed broccoli florets or ½ cup diced bell peppers to the pasta before baking. For extra flavor, sauté the veggies in 1 tbsp butter with a pinch of garlic powder before mixing them in.
This keeps the dish creamy while adding a satisfying crunch and nutrition boost. 🥦
Protein Boost
Mix in ½ cup cooked diced ham or ½ cup shredded rotisserie chicken for a protein-packed upgrade. I like to add it after the pasta is combined with the sauce, so it heats through evenly during baking. This turns it into a complete meal perfect for lunch or dinner.
Gluten-Free Adaptation
Swap the elbow macaroni for gluten-free pasta (like Barilla GF) and replace panko with gluten-free breadcrumbs (check the label for certified GF options). Use the same baking technique, but keep an eye on the breadcrumb topping—it may crisp faster.
The sauce and flavor remain just as rich, making this a great option for gluten-sensitive diners.
Extra-Cheesy Luxe
For a decadent upgrade, fold in ½ cup shredded Monterey Jack cheese or ¼ cup blue cheese crumbles into the sauce. The Monterey Jack adds a milder, creamier flavor, while blue cheese brings a bold tang.
Sprinkle extra cheese on top before baking for a gooey, golden finish that everyone will love. 🧀
Nutrition facts
Frequently asked questions
Why does Panera's mac and cheese have that perfect breadcrumb topping?
The secret lies in the Panko breadcrumbs mixed with melted butter and pressed firmly onto the sauce. Panko stays crispier than regular breadcrumbs because its larger flakes create air pockets. Baking at 375°F for 20-25 minutes ensures a golden, toasted finish while keeping the sauce creamy underneath.
Can I make this mac and cheese ahead of time?
Assemble the dish (without baking), cover, and refrigerate for up to 24 hours. When ready to serve, bake covered with foil for 15 minutes at 375°F, then uncover and broil for 2-3 minutes to crisp the topping. The flavors actually improve overnight as the cheeses meld.
What's the best cheese substitute if I don't have sharp white cheddar?
Use a mix of 2 cups sharp yellow cheddar and 1 cup Monterey Jack for similar tanginess. For extra creaminess, add 2 oz extra cream cheese. Avoid pre-shredded cheese—it contains anti-caking agents that make the sauce grainy. Freshly shredded block cheese is key for that velvety texture.
Why did my breadcrumb topping turn soggy?
This usually happens if the topping was too wet (too much butter) or the dish wasn't baked long enough. For crispy results, ensure your breadcrumbs are evenly coated but not soggy before pressing them on. Bake until the edges bubble and the top is golden brown. If needed, broil for 1-2 minutes at the end for extra crunch.
Can I make this in a smaller baking dish?
Yes! For a 9x9-inch dish, reduce all ingredients by about 30% (including pasta and sauce). The baking time will be slightly shorter (15-20 minutes) since there's less surface area. Use the same ratio of breadcrumbs to sauce to maintain that perfect crispy-to-creamy balance.