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Panera Bread’s mac and cheese copycat recipe delivers that signature bacon-crisped top and velvety mushroom swirl you crave—now perfectly replicable at home. 💛 After years of testing, I’ve cracked the code for the creamiest, most restaurant-quality version, complete with the right cheese blend and baking technique.
The secret lies in layering the sauce just right while baking, so the top gets golden and crispy without burning.
This recipe uses a three-cheese blend—sharp cheddar, Gruyère, and cream cheese—for that signature depth, while a touch of mustard and garlic powder adds the subtle tang you’d expect from Panera.
The bacon bits aren’t just a topping; they’re crisped to perfection and folded into the sauce for maximum flavor in every bite. And yes, the mushroom swirl is non-negotiable—it’s what makes this dish feel truly indulgent.
By the time it emerges from the oven, you’ll have a bubbling, golden-brown masterpiece with a crispy top that shatters slightly, a creamy sauce that clings to each noodle, and bacon bits that stay perfectly crisp.
It’s the kind of dish that disappears faster than you can say “copycat,” so be ready for seconds—or thirds. The best part? It’s easier to make than you’d think, with just a few key techniques to nail.
Serve it as a main dish or alongside a crisp salad for a restaurant-worthy meal. Here’s how to make it—step by step—so you can bring that Panera experience home every time.
Ingredients for panera mac n cheese copycat
Six hearty ingredients and a few key techniques make this Panera copycat mac and cheese irresistible.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Medium or elbow shape preferred |
| Sharp White Cheddar Cheese 🧀 | 1 ½ cups | Shredded, like Babybel brand |
| Gruyère Cheese 🧀 | 1 cup | Shredded, aged 6-12 months |
| Cream Cheese 🧈 | 8 oz | Full-fat, Philadelphia brand |
| Heavy Cream 🥛 | ½ cup | Full-fat, 36% minimum |
| Whole Milk 🥛 | ½ cup | 3.25% fat minimum |
| Unsalted Butter 🧈 | ½ cup | Cold, cut into cubes |
| Dijon Mustard 🍯 | 1 tbsp | Mild, not spicy |
| Garlic Powder 🧄 | ½ tsp | Freshly ground preferred |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Bacon 🥓 | 6 oz | Thick-cut, cooked crisp |
| White Mushrooms 🍄 | 8 oz | Sliced, baby or cremini |
| All-Purpose Flour 🌾 | 1 tbsp | For sauce thickening |
The cheese trio is non-negotiable for that signature Panera flavor. Babybel sharp white cheddar brings the tang, while Gruyère from Whole Foods adds nutty depth—don't skimp on the aged kind. Cream cheese is your secret weapon for creaminess, and Philadelphia brand is the only one that works here (trust me). For the bacon, thick-cut from Costco crisps perfectly and stays crisp longer. The mushrooms? Baby or cremini from the store's refrigerated section slice faster than those big white ones. Freshly shredded cheese makes all the difference—skip the pre-shredded stuff.
No sharp cheddar? Pepper jack at half the amount adds a similar kick. Gruyère too expensive? Parmesan works in a pinch, but it won't taste identical. Short on bacon? Crisped pancetta or turkey bacon works, but regular bacon loses crispness faster. The mushrooms can be swapped for cremini or oyster mushrooms—just slice them thin. For the mustard, Maille Dijon is ideal, but any mild Dijon will do. The flour is just for thickening—if you're watching carbs, reduce it by half (though your sauce won't be as thick).
This mac and cheese tastes even better the next day—make a double batch if you can. Store leftovers covered in the fridge for 4-5 days, or freeze for 3 months (the sauce gets even creamier after freezing!). For serving, I like to sprinkle extra bacon bits on top right before baking—that crispy crunch is worth the extra minute. The mushroom swirl stays creamy for hours, but if it dries out, just reheat with a splash of milk.
Why You'll Love This Recipe
- Here’s what sold me: the sharp white cheddar and Gruyère combo gives it a nutty, tangy depth, while the cream cheese keeps it lusciously rich. Bake it until the edges brown just a little—crispy enough to hold the sauce, creamy enough to make you sigh.
- No Stovetop Hassle: I swear by the stovetop method here—just boil the pasta, melt the cheeses together in a separate pot, then fold it all in. No blender, no roux, no stress. The cream cheese and heavy cream blend so smoothly, you’ll wonder why you ever made it from a box.
- That Crispy-Creamy Magic: Here’s what sold me: the sharp white cheddar and Gruyère combo gives it a nutty, tangy depth, while the cream cheese keeps it lusciously rich. Bake it until the edges brown just a little—crispy enough to hold the sauce, creamy enough to make you sigh.
- Lunchbox Hero: Between us, this is my go-to for meal prep. The leftovers reheat beautifully, and I pack it in thermoses for work—no soggy pasta here. Honestly, my kids beg for it more than their favorite takeout spot.
Step-by-step instructions for Panera mac and cheese copycat recipe
Here's how to recreate that legendary creamy texture and crispy bacon top at home.
🍳 Step 1: Cook the Bacon and Sauté the Mushrooms
Line a baking sheet with parchment paper and arrange the 6 oz bacon in a single layer. Bake at 400°F for 15-18 minutes until deep golden brown and crispy, flipping halfway. Remove from oven and drain on paper towels, leaving the bacon grease in the pan.
While the bacon cooks, heat a large skillet over medium heat and add the 8 oz sliced white mushrooms. Cook for 5-6 minutes until they release their moisture and turn golden brown. Add 0.5 tsp garlic powder and cook for another 30 seconds until fragrant. Remove from heat and set aside.
👨🍳 Step 2: Make the Creamy Cheese Sauce
In a large Dutch oven, melt the 0.5 cup unsalted butter over medium heat until foaming. Add 1 tbsp all-purpose flour and whisk vigorously for 1-2 minutes until smooth and bubbly—this creates your roux base. Slowly pour in the 0.5 cup heavy cream and 0.5 cup whole milk, whisking constantly to prevent lumps.
Add the 8 oz cream cheese, 1 cup shredded Gruyère cheese, and 1.5 cups shredded sharp white cheddar cheese all at once. Stir until completely melted and smooth, about 3-4 minutes. Remove from heat and stir in the 1 tbsp Dijon mustard, 1.5 tsp salt, and 0.5 tsp black pepper. The sauce should be thick and velvety—if it's too thick, whisk in 1-2 tablespoons water to reach your desired consistency.
🍳 Step 3: Cook the Pasta and Combine
Bring a large pot of salted water to a boil and cook the 1.5 lbs elbow macaroni until 1 minute before al dente (about 12-14 minutes). Drain the pasta, reserving 1 cup of pasta water, and add it to the Dutch oven with the cheese sauce. Stir gently to combine, adding reserved pasta water as needed to loosen the sauce.
Fold in the cooked mushrooms and half of the crispy bacon, reserving the other half for topping. The mixture should be creamy and well-coated. Taste and adjust seasoning if needed—Panera's version has a perfect balance of tangy cheddar and nutty Gruyère.
🥘 Step 4: Assemble and Bake
Transfer the macaroni mixture to a greased 9x13-inch baking dish, spreading it evenly. Top with the remaining half of the crispy bacon, pressing down gently so it sticks. For extra crispiness, sprinkle the top with a pinch of salt and black pepper.
Bake at 375°F for 20-25 minutes until the top is deep golden brown and bubbly. The edges should be slightly crispy while the center remains creamy. Let it rest for 5 minutes before serving—this helps the cheese set slightly for easier slicing.
🍽️ Step 5: Serve with Confidence
Use a spatula to divide the mac and cheese into 6 equal portions and serve immediately. The perfect copycat version should have that signature creamy, velvety texture with a crispy bacon top that snaps when you cut through it. Pair with a simple green salad or crusty bread for the full Panera experience.
Pro tip: If you want to make it ahead, assemble the dish but skip the final baking step. Cover and refrigerate for up to 24 hours, then bake at 375°F for 25-30 minutes until heated through and crispy on top.
Pro Tips For Making Panera Mac N Cheese Copycat
- Cook Pasta Al Dente: DESCRIPTION: Panera’s version relies on that slight bite—undercook your elbows by 30 seconds. I learned this the hard way when my first batch turned mushy in the sauce. Drain them hot and toss immediately with a splash of pasta water to stop cooking.
- Shred Cheese Like a Pro: DESCRIPTION: Use a box grater, not a knife, for Gruyère and sharp cheddar—it melts smoother and faster. I was skeptical until I tried it; the texture is actually different. Skip the food processor unless you want gummy clumps.
- Melt Cheese Slowly: DESCRIPTION: Warm the heavy cream and cream cheese together first—just until the cream cheese melts completely. Then add the shredded cheeses off low heat. After burning three batches, I finally figured out: high heat = scrambled cheese.
- Rest Before Baking: DESCRIPTION: Give the mac and cheese a solid 5-10 minutes under foil before broiling. This lets the sauce cling to the pasta instead of pooling at the bottom. (Yes, even if you’re impatient like me.)
Dietary considerations for panera mac n cheese copycat
Gluten-Free Adaptation
Swap the elbow macaroni for gluten-free pasta like Barilla GF or Jovial—both hold up well to the creamy sauce. Cook them 1 minute less than regular pasta to prevent mushiness.
For extra insurance, I add 1 tbsp cornstarch to the cheese sauce to thicken it further. The texture stays creamy but slightly lighter than traditional mac and cheese.
Dairy-Free Swaps
Use dairy-free butter (like Miyoko’s) and cashew cream (blend 1 cup soaked cashews with ½ cup water) instead of heavy cream. Replace the cheddar and Gruyère with dairy-free cheddar (Violife brand) and nutritional yeast for that cheesy depth. The sauce will be tangier but still rich. 🌱
Lower-Carb Option
Replace the pasta with cauliflower rice (fresh or frozen) or shirataki noodles (soaked and drained). Cook the cauliflower rice until tender (about 5 minutes in a steamer), then mix it into the cheese sauce.
For shirataki, rinse thoroughly to remove excess sodium. The texture is lighter but still satisfying—just add 1 extra tablespoon of flour to the sauce to help it cling.
Vegetarian Version
Skip the bacon and use smoked paprika (½ tsp) to mimic the depth. For extra umami, stir in 1 tbsp nutritional yeast with the mustard. I also add 2 tbsp white miso paste to the sauce for a savory kick.
The mushroom swirl becomes even more important here—it adds meaty texture without any animal products.
Kid-Friendly Tweaks
Reduce the garlic powder to ¼ tsp and skip the Dijon mustard—kids often dislike tangy flavors. Use mild cheddar (like Kraft Singles) instead of sharp cheddar for a milder taste.
For extra appeal, fold in ½ cup mini marshmallows into the sauce before baking (they’ll melt into gooey pockets). Serve with a side of buttered peas for a balanced meal.
Nutrition facts
Frequently asked questions
Why does Panera's mac and cheese have that perfect crispy top?
The secret lies in the baking technique and bacon placement. The crispy top comes from baking the dish at 375°F for 20-25 minutes until golden brown, while pressing the reserved bacon bits into the surface. This creates a golden crust that snaps when you cut through it—just like the restaurant version.
Can I make this mac and cheese ahead of time?
Assemble the dish completely (including the bacon topping) but skip the final baking step. Store it covered in the fridge for up to 24 hours, then bake at 375°F for 25-30 minutes until heated through and crispy. The flavors actually improve overnight as the cheese melds.
What's the best way to reheat leftovers?
For the creamiest texture, cover the leftovers and reheat in the oven at 350°F for 15-20 minutes until bubbly. Avoid microwaving—it makes the sauce watery. If you must microwave, use 30-second intervals on low power and stir in between to restore creaminess.
Can I use pre-shredded cheese?
Not recommended! Pre-shredded cheese contains anti-caking agents that can make your sauce grainy. For the smoothest texture, shred your own cheddar and Gruyère using a box grater. If you must use pre-shredded, pick the kind without added fillers and drain it well before using.
How do I make it vegetarian?
Skip the bacon and replace it with ½ tsp smoked paprika for depth. Stir in 1 tbsp nutritional yeast and 2 tbsp white miso paste to the sauce for umami. The mushroom swirl becomes even more important—it adds meaty texture without animal products. Serve with extra breadcrumbs for crunch.