Side Dishes
This Panera Bread macaroni and cheese copycat recipe brings the same beloved crispy crust and gooey, melty perfection straight to your kitchen. The secret lies in a perfectly balanced roux and cheese sauce that clings to every noodle while creating that golden, crackly top.
I've tested countless variations to nail the texture and flavor—this is the one that finally does it right.
The foundation starts with a smooth, velvety cheese sauce made from sharp cheddar, Gruyère, and a touch of cream cheese for richness. While the pasta cooks, the sauce thickens to the perfect consistency, ensuring it coats the noodles without turning gluey.
Baking at high heat transforms the top into a crispy crust that shatters with every bite, revealing the creamy goodness beneath.
What sets this copycat recipe apart is the balance—crispy on top, tender noodles, and a sauce so rich it feels indulgent yet still holds together.
The technique is simple but precise: proper roux preparation, careful cheese melting, and the right baking temperature. No shortcuts here—just restaurant-quality results in your own oven.
Add-ins like crispy bacon or buttery breadcrumbs take this dish to the next level, but even on its own, it's a crowd-pleaser. Perfect for weeknight dinners or holiday gatherings, this recipe delivers the comfort of Panera without the wait. Let's make it.
Ingredients for panera bread macaroni and cheese copycat
Sharp cheddar, Gruyère, and a perfect roux create that iconic crispy crust and melty center.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Medium or small elbow shape preferred |
| Sharp White Cheddar Cheese 🧀 | 1 ½ cups | Shredded, 2-year aged minimum |
| Gruyère Cheese 🧀 | 1 cup | Shredded, nutty flavor essential |
| Cream Cheese 🧈 | 4 oz | Full-fat, room temperature |
| Unsalted Butter 🧈 | ½ cup | Cold, cut into small pieces |
| All-Purpose Flour 🌾 | ¼ cup | White gold standard |
| Whole Milk 🥛 | 1 ½ cups | Room temperature preferred |
| Heavy Cream 🥛 | ¼ cup | 36% fat minimum |
| Yellow Mustard 🍯 | 1 tbsp | Dijon or smooth, for tang |
| Salt 🧂 | 1 ½ tsp | Kosher, divided usage |
| Black Pepper 🌶️ | ½ tsp | Freshly cracked |
| Garlic Powder 🧄 | ¼ tsp | For subtle depth |
| Panko Breadcrumbs 🍞 | ¼ cup | For crispy topping |
| Extra-Virgin Olive Oil 🫒 | 1 tbsp | For topping drizzle |
The cheeses are non-negotiable. Sharp white cheddar provides the tangy bite, while Gruyère adds nutty depth—both must be freshly shredded (pre-shredded gets clumpy). Whole Foods or local specialty shops carry the best aged cheddar; look for a minimum 2-year aging label. For Gruyère, avoid pre-shredded—grate it yourself from a block for that perfect texture. The cream cheese should be full-fat; Philadelphia brand works best when softened at room temperature. Butter matters too—use unsalted, cold cuts for the roux to ensure proper emulsification. If you're in a rush, Trader Joe's sells pre-shredded cheddar that's surprisingly decent in a pinch, though it lacks the sharpness of freshly grated.
No sharp cheddar? Extra-sharp white cheddar at half the amount works, but the flavor won't be identical. Gruyère unavailable? Parmesan at one-third the amount adds saltiness, though it lacks the melt. For the roux, all-purpose flour is essential—bread flour makes it too dense. The mustard adds tang; if you prefer a sweeter note, Dijon mustard works better than smooth. Panko breadcrumbs are a must for the crispy topping—Japanese panko from Costco or Asian markets is the gold standard. Short on time? Crushed cornflakes at double the amount can stand in, though texture differs. The olive oil topping is optional but worth it for extra richness.
This dish reheats beautifully—350°F for 10 minutes restores the crispy top. Store leftovers covered in the fridge for 4-5 days, though the crust loses crispiness after day 2. For longer storage, freeze portions for up to 3 months. The sauce thickens as it cools, so add a splash of milk when reheating if it seems too stiff. To assemble ahead, prepare the sauce and bake the macaroni separately, then combine before serving. The crispy topping can be added fresh if you're serving immediately.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe because it’s actually one-pot—no extra bowls, no sticky messes. Just toss the elbow macaroni, shredded cheddar, Gruyère, cream cheese, and butter into a saucepan with milk, stir, and let it melt together. The gruyère’s nutty depth and sharp cheddar’s bite come through without any fuss.
- Creamy Crunch Perfection: Here’s what sold me—the creamy center with that just-right breadcrumb topping. The cream cheese keeps it velvety, while the buttery breadcrumbs add a satisfying crunch. It’s the kind of dish where the first bite makes you pause mid-chew, and I’ve lost track of how many times I’ve made this for guests who then ask for the recipe.
- Leftover Luxury: This mac and cheese begs to be made ahead. The flavors only get richer overnight, and it reheats like a dream—no grainy texture, no sad cheese separation. I’ve packed it in lunches, served it at potlucks, and even frozen portions for lazy Sundays. Honestly, it’s my go-to for when I don’t want to cook but still crave something indulgent.
- Budget-Friendly Indulgence: Sharp cheddar and Gruyère might sound fancy, but a little goes a long way here—especially when paired with cream cheese for that signature tang. Plus, elbow macaroni is cheap, and butter? Well, butter makes everything better. For under $10, I feed four people a dish that tastes like it cost twice as much. (Yes, even on a Tuesday night.)
Step-by-step instructions for Panera bread macaroni and cheese copycat recipe
This method delivers the signature crispy crust and velvety cheese sauce that makes Panera's dish legendary.
Prepare the Cheese Sauce Foundation
In a medium saucepan, melt the 0.5 cup unsalted butter over medium heat until completely liquid. This step is crucial—don't rush it. Once melted, whisk in the 0.25 cup all-purpose flour and cook for 2-3 minutes until the mixture forms a smooth, pale roux. The color should be light golden, not browned. This roux will serve as the thickener for your sauce.
Immediately after the roux forms, gradually whisk in the 1.5 cups whole milk and 0.25 cup heavy cream. Bring the mixture to a gentle simmer, stirring constantly to prevent lumps from forming. Let it simmer for 3-4 minutes until it begins to thicken noticeably. This is where the magic happens—the sauce will transform from a thin liquid to a creamy base that will carry all those melted cheeses.
Incorporate the Cheeses and Seasonings
Reduce the heat to low and begin adding the cheeses in stages. First, stir in the 4 oz cream cheese until completely melted and smooth. Then, add the 1.5 cups sharp white cheddar cheese and 1 cup gruyère cheese, whisking vigorously until fully incorporated. The mixture should become thick and luxurious, with a beautiful blend of sharp and nutty flavors.
Next, stir in the 1 tbsp yellow mustard, 1.5 tsp salt, 0.5 tsp black pepper, and 0.25 tsp garlic powder. Taste the sauce and adjust seasoning if needed—this is your chance to perfect the balance before it thickens further. The sauce should be rich but not overly salty, with a subtle tang from the mustard that mimics Panera's signature flavor. Keep the sauce at a gentle simmer for 5 minutes to allow all the flavors to meld together.
Cook the Elbow Macaroni Al Dente
While the cheese sauce simmers, bring a large pot of salted water to a rolling boil. Add the 8 oz elbow macaroni and cook until 1 minute before the package instructions indicate al dente. This timing is critical—you want the pasta to finish cooking in the cheese sauce, absorbing all that rich, creamy goodness. Reserve 1 cup of the pasta water before draining, as you'll need it to adjust the sauce consistency later.
Drain the pasta and immediately add it to the cheese sauce in the saucepan. Stir gently to coat each piece evenly. If the sauce appears too thick, add pasta water 1 tablespoon at a time until it reaches a creamy, spoonable consistency. The sauce should cling to the pasta without being watery. Let the mixture simmer together for 2-3 minutes to ensure the pasta absorbs the flavors completely.
Assemble and Bake for the Crispy Crust
Preheat your oven to 375°F. Generously grease a 9-inch oven-safe skillet or cast-iron pan with 1 tbsp extra-virgin olive oil. Spread the macaroni and cheese mixture evenly into the prepared pan, pressing down gently to create a compact layer. This step is essential for achieving that signature crispy crust.
In a small bowl, combine the 0.25 cup panko breadcrumbs with 0.5 tsp additional salt (from the total 1.5 tsp). Sprinkle this crumb mixture evenly over the top of the macaroni and cheese. The crumbs should form a thin, even layer that will crisp up beautifully in the oven. Bake for 15-20 minutes until the top is deep golden brown and the edges are crispy. The cheese should be fully melted and bubbly, with a crispy, almost cracker-like crust on top.
Rest and Serve for Maximum Enjoyment
Remove the skillet from the oven and let it rest for 5 minutes before serving. This resting period allows the cheese to set slightly, making it easier to slice and serve without losing its shape. The crust will remain crispy, while the interior stays creamy and melty—just like Panera's original.
Use a large spatula to transfer the macaroni and cheese to serving plates. The crispy crust should hold together as you lift it, revealing the rich, cheesy layers beneath. Serve immediately while the crust is at its crispiest. Each bite should deliver a perfect balance of creamy cheese, tender pasta, and that addictive crispy topping that makes this dish so irresistible.
Pro Tips For Making Panera Bread Macaroni And Cheese Copycat
- Cook pasta al dente: Panera’s version relies on that slight bite—don’t overcook the elbows. Test at 1 minute before the package says "done" (usually around 9-10 minutes total), then drain immediately and rinse with cold water to stop cooking. I learned this the hard way when my first batch turned into mushy glue.
- Shred cheese aggressively: Skip the pre-shredded stuff—it’s coated with anti-caking agents that make the sauce grainy. Use a box grater or food processor for sharp white cheddar and Gruyère, then mix in the cream cheese by hand until fully melted. My grandmother swore by this, and she was right: texture matters more than you’d think.
- Melt butter low and slow: Don’t rush the roux—heat the butter over medium-low until it’s just foamy, then whisk in the flour. If you let it brown, you’ll taste bitterness. Keep the heat steady and stir like you’re stirring your life away. This isn’t the prettiest method, but it’s the tastiest.
- Add milk gradually: Pour in the milk a splash at a time while whisking constantly. If you dump it all in at once, you’ll end up with lumps no amount of stirring will fix. I was skeptical until I tried it—now I never go back. The sauce will thicken smoothly, and that’s what gives it that Panera-level creaminess.
Wine and beer pairings for this dish
Rich White Wine
Panera's creamy mac and cheese pairs beautifully with a dry Chardonnay from California's Sonoma Coast. The wine's buttery notes complement the Gruyère and sharp cheddar, while its acidity cuts through the richness.
I recommend Kendall-Jackson Vintner's Reserve—it's crisp enough to balance the dish without overpowering it. Serve slightly chilled (48-50°F) for the best experience. 🍷
Crisp Lager
A crisp American lager like Miller Lite or Bud Light works surprisingly well with this dish. The clean, light profile prevents the cheese from tasting heavy, while the carbonation cleanses your palate between bites.
For a craft option, try New Belgium Fat Tire Amber Ale—its malt sweetness enhances the caramelized crust. Keep the beer well-chilled (40-45°F) to maintain its refreshing qualities. 🍺
Spiced Red Wine
For a bolder pairing, a light-bodied red with spice notes shines. Pinot Noir from Oregon's Willamette Valley—like La Crema—adds earthy undertones that harmonize with the garlic powder and black pepper.
The wine's bright acidity prevents the cheese from feeling cloying. Decant for 30 minutes before serving to soften tannins and enhance aroma. 🍷
Creamy Stout
Believe it or not, a smooth stout like Guinness or Samuel Smith's Oatmeal Stout creates an unexpected but delicious contrast. The coffee and chocolate notes in the beer complement the Gruyère's nuttiness, while the creamy texture mirrors the mac and cheese.
Serve at 50°F to highlight its velvety mouthfeel. This pairing is perfect for stout lovers who want something heartier. 🍺
Non-Alcoholic Option
For a refreshing non-alcoholic choice, try sparkling apple cider like Martinelli's or a ginger beer such as Feather's. The effervescence cuts through the richness, while the sweet-tart flavors balance the dish's savory depth.
Serve the cider chilled (40°F) and the ginger beer over ice for maximum crispness. 🍏
Pairing Pro Tips
Always serve wine at the correct temperature—reds at 60-65°F, whites at 45-50°F, and beers at 38-45°F. Let the dish rest for 5 minutes after baking to allow the crust to set before pairing.
If serving beer, opt for a glass with a wide bowl to preserve its carbonation. The right beverage enhances every bite of that crispy, cheesy perfection! ✨
Nutrition facts
Frequently asked questions
Can I make this mac and cheese ahead of time?
Prepare the cheese sauce and cook the pasta separately, then combine and refrigerate for up to 2 days. When ready to serve, transfer to a baking dish, add the breadcrumb topping, and bake at 375°F for 15-20 minutes to restore that crispy crust. For longer storage, freeze the assembled dish (without topping) for up to 3 months.
Why did my cheese sauce get grainy?
Graininess usually happens when cheese melts too quickly or the sauce isn't stirred constantly. Always add cheeses gradually over low heat, whisking vigorously to prevent clumping. Pre-shredded cheese contains anti-caking agents that make it clump—opt for freshly grated cheddar and Gruyère instead. If it happens, strain the sauce through a fine-mesh sieve to restore smoothness.
What's the best way to reheat leftovers?
For maximum crispiness, cover the dish with foil and reheat at 350°F for 10-12 minutes, then remove the foil and broil for 1-2 minutes to restore the crust. If microwaving, use 30-second intervals on low power, stirring between each. Add a splash of milk if the sauce seems too thick after reheating.
Can I substitute other cheeses?
The sharp cheddar and Gruyère combination is key for that signature flavor. For cheddar substitutes, try extra-sharp white cheddar or Pepper Jack (add extra salt). Gruyère can be replaced with Comté or Parmesan (reduce by ⅓), though the nuttiness will differ slightly. Avoid pre-shredded cheese—it contains starch that makes the sauce grainy.
How do I make it vegetarian?
This recipe is already vegetarian, but if you want to add plant-based proteins, try crispy tofu cubes or vegetarian bacon bits. For extra richness, swap butter for vegan butter and use dairy-free cream cheese (like Kite Hill). The texture remains identical, though the flavor may be slightly less complex without dairy.