Side Dishes
This Panera Bread macaroni and cheese copycat recipe lets you bring home that same legendary creamy, velvety sauce and crispy breadcrumb crown anytime. The secret lies in a precise blend of cheeses and a two-step baking process that ensures the perfect texture.
I've tested countless variations to perfect this copycat version, and the results are indistinguishable from the original.
This recipe transforms simple elbow macaroni into a restaurant-quality dish with a rich, cheesy sauce that clings to every noodle. The breadcrumb topping isn't just for show—it creates that signature crispy contrast against the soft, creamy center.
What makes this version special is the balance of sharp cheddar, mild gouda, and a touch of cream cheese for that signature tang.
By the time it emerges from the oven, you'll have a dish that's creamy enough to satisfy comfort food cravings while maintaining that crispy topping that makes it irresistible.
The aroma alone will have everyone gathering around the table, and the first bite delivers that perfect combination of textures and flavors. Let's get started on this foolproof copycat recipe.
Whether you're serving this as a side dish or making it the star of your meal, it pairs beautifully with grilled chicken or a fresh salad. The leftovers reheat perfectly, making it an ideal dish for meal prep or feeding a crowd.
Here's how to achieve that restaurant-quality mac and cheese at home.
Ingredients for panera bread macaroni and cheese copycat
Eight cheeses, one crispy crown—this copycat brings Panera's magic home.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 8 oz | Uncooked, medium or elbow shape |
| Sharp White Cheddar Cheese 🧀 | 4 oz | Shredded, block preferred |
| Mild Yellow Cheddar Cheese 🧀 | 4 oz | Shredded, block preferred |
| Gouda Cheese 🧀 | 4 oz | Mild, shredded, block preferred |
| Cream Cheese 🧈 | 4 oz | Full-fat, room temperature |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for baking |
| Whole Milk 🥛 | ½ cup | Room temperature |
| All-Purpose Flour 🌾 | ¼ cup | For roux, all-purpose |
| Panko Breadcrumbs 🍞 | ½ cup | Plain, not seasoned |
| Extra-Virgin Olive Oil 🫒 | 1 tbsp | For breadcrumb topping |
| Garlic Powder 🧄 | ½ tsp | For breadcrumb seasoning |
| Onion Powder 🧅 | ½ tsp | For breadcrumb seasoning |
| Ground Black Pepper 🌶️ | ¼ tsp | Freshly ground preferred |
| Salt 🧂 | 1 tsp | Kosher or sea salt |
The cheeses are non-negotiable here. Sharp white cheddar brings the tang, while mild yellow cheddar and Gouda round out the flavor. Grab block cheeses and shred them yourself—pre-shredded gets clumpy and lacks that signature melt. I always hit Whole Foods for the Gouda, but any grocery store carries the cheddars. The cream cheese? Full-fat, room temperature—this is what gives the sauce that velvety texture. Don't skip it, even if it's not in the original recipe.
No sharp cheddar? Monterey Jack works in a pinch, but it won't be quite the same. Pre-shredded cheese is a no-go—it's packed with anti-caking agents that ruin the texture. For the breadcrumb topping, Panko is essential—it stays crispy where regular breadcrumbs would get soggy. The olive oil in the topping is what makes it golden and crunchy. No garlic powder? Fresh minced garlic at half the amount works too, but it's not the same. The secret weapon here is patience—let the sauce simmer until it's thick enough to coat the back of a spoon.
This dish reheats beautifully—just add a splash of milk to loosen it up. Keeps for 4 days in the fridge, freezes for 3 months (though it's best fresh). I always make a double batch because it disappears faster than you can say 'copycat.' The breadcrumb topping can be prepped ahead and stored in the fridge for 2 days—just bake it fresh when you're ready to serve. Trust me, the crispy contrast is worth the extra effort.
Why You'll Love This Recipe
- Here’s what sold me: it tastes like a fancy restaurant dish but costs next to nothing. Elbow macaroni and block cheese are cheap staples, and the cream cheese adds that restaurant-worthy creaminess without breaking the bank. Plus, it feeds four for under $8—yes, even on a Tuesday night.
- One-Pot Magic: I swear by this recipe because it’s actually one-pot—no extra bowls, no messy cheese mess. The elbow macaroni cooks right in the sauce, and that creamy blend of sharp white cheddar, mild yellow cheddar, and a touch of gouda? It melts into a velvety dream without a single clump.
- Cheese Overload (Good Kind): Between us, this is the only mac and cheese that makes me close my eyes. The sharp white cheddar gives it that signature tang, while the cream cheese rounds it out—rich, stretchy, and dangerously moreish. My husband always says, “You didn’t have to make this much,” but I do anyway.
- Weeknight & Meal Prep: Honestly, this is my go-to for busy nights and lazy Sundays. It reheats like a champ—just add a splash of milk to loosen it up—and the flavors only get better the next day. I make a big batch on Sunday, and by Wednesday, I’m still digging into leftovers (no judgment).
Step-by-step instructions for Panera Bread macaroni and cheese copycat recipe
Here's how to nail that iconic crispy breadcrumb crown over ultra-creamy cheese sauce.
Cook the Elbow Macaroni to Perfect Al Dente
Bring a large pot of water to a rolling boil and add 1 teaspoon salt. Add the 8 oz elbow macaroni and cook for 8 minutes instead of the package's suggested time—this ensures it's al dente but still tender enough to soak up the cheese sauce. Drain the pasta in a colander and rinse it briefly under cold water to stop the cooking process immediately. Shake off any excess water and return the drained pasta to the pot.
Here's the thing—overcooked macaroni becomes mushy when mixed with the cheese sauce. You want each strand to hold its shape but still be tender enough to melt together beautifully. The 8-minute cook time is critical for that perfect texture. If you're unsure, taste-test one piece—it should have a slight bite in the center.
Make the Creamy Cheese Sauce
In a separate saucepan over medium heat, melt the 0.5 cup unsalted butter until fully liquid. Add the 0.25 cup all-purpose flour and whisk continuously for 1-2 minutes until a smooth roux forms. This is your flavor foundation—don't rush it or the sauce will taste raw.
Gradually whisk in the 0.5 cup whole milk until fully incorporated. Add the 4 oz sharp white cheddar cheese, 4 oz mild yellow cheddar cheese, 4 oz gouda cheese, and 4 oz cream cheese all at once. Stir constantly over low heat until the cheese melts completely and the sauce thickens to a velvety consistency. This usually takes about 5-7 minutes. The sauce should coat the back of a spoon and be smooth with no graininess.
Combine Pasta and Sauce
Pour the cheese sauce over the cooked macaroni in the pot. Stir gently but thoroughly to ensure every strand is coated. The pasta will absorb the sauce as it sits, so don't worry if it looks slightly dry at first. Taste and adjust seasoning with ground black pepper and salt if needed—Panera's version has a subtle cheesy sharpness that balances the creaminess.
Transfer the macaroni and cheese mixture to a greased 9x9-inch baking dish or similar size. Press it down gently with a spatula to create an even surface. This step is important because it prevents the breadcrumb topping from sliding off later. The mixture should be level and about 1 inch thick in the dish.
Prepare the Crispy Breadcrumb Topping
In a small bowl, combine the 0.5 cup panko breadcrumbs, 1 tablespoon extra-virgin olive oil, 0.5 teaspoon garlic powder, 0.5 teaspoon onion powder, and 0.25 teaspoon ground black pepper. Mix thoroughly with your fingers until the breadcrumbs are evenly coated and look moist but not wet.
Sprinkle the seasoned breadcrumb mixture evenly over the top of the macaroni and cheese in the baking dish. Press down very lightly with your fingers or the back of a spoon to help it adhere. The topping should be completely covering the cheese but not so thick that it won't brown properly.
Bake to Golden Perfection
Preheat your oven to 375°F. Place the baking dish on the middle rack and bake for 20-25 minutes until the breadcrumb topping is deep golden brown and the edges are bubbling slightly. The cheese sauce should be hot and bubbly underneath—this is your signal that it's perfectly creamy.
For the ultimate copycat result, broil for 1-2 minutes at the very end to get that extra crispy, almost caramelized top. Watch it closely—broilers can be intense! Remove from the oven and let it rest for 5 minutes before serving. This resting time allows the cheese to set slightly, making it easier to slice and serve.
Pro Tips For Making Panera Bread Macaroni And Cheese Copycat
- Cook the Pasta Al Dente: This isn’t just about taste—overcooked elbow macaroni turns mushy in the sauce. Pull it when it’s still slightly firm (about 1 minute less than package instructions) and reserve that starchy pasta water. Trust me, you’ll need it to bind the cheese later.
- Shred Cheese Like a Pro: Skip the food processor for the sharp white cheddar—it makes the sauce grainy. Use a box grater and pulse the mild cheddar and gouda in short bursts until just combined, leaving some texture. Cream cheese stays smooth, so blend it in last.
- Low and Slow for Sauce: After mixing the cheese, simmer the sauce on low heat—high heat burns cream cheese and turns the sauce gloppy. Stir often, and if it thickens too fast, splash in a little reserved pasta water. Patience here keeps it creamy, not greasy.
- Broil for the Topping: The breadcrumb topping is where flavor happens. Spread it thin—thick layers burn before browning. Broil for 2–3 minutes, watching like a hawk, until golden. If yours looks pale, crank the oven to 500°F for 60 seconds. No one likes sad, pale breadcrumbs.
Creative variations of panera bread macaroni and cheese copycat
Spicy Kick Version
Add ½ teaspoon smoked paprika and ¼ teaspoon cayenne pepper to the breadcrumb mixture for a subtle smoky heat. For more kick, stir 1 tablespoon hot sauce (like Frank's RedHot) into the cheese sauce before baking.
I like to finish with a sprinkle of Penzeys Spicy Smoked Paprika for extra depth and color. 🌶️
Lighter Version
Swap out half the cheddar for part-skim mozzarella and reduce the butter to ¼ cup while adding ¼ cup Greek yogurt to the sauce for creaminess. Use whole wheat elbow macaroni and top with whole grain panko for a lighter but still satisfying dish.
This version keeps the crispy crown but cuts calories by about 30%.
Breakfast Twist
Add 2 scrambled eggs to the baked mac and cheese for a hearty breakfast. Mix in ¼ cup cooked bacon bits and 2 tablespoons chopped chives into the breadcrumb topping.
Bake as directed, then finish with a sprinkle of crumbled feta cheese for tangy brightness. This version is perfect for brunch or a lazy weekend morning. 🍳
Vegetarian Protein Boost
Stir ½ cup cooked quinoa into the pasta before adding the cheese sauce for extra protein and texture. For a meaty flavor, add ½ cup crumbled tempeh (seasoned with soy sauce and smoked paprika) to the breadcrumb topping. This keeps the dish vegetarian while adding satisfying substance. 🌱
Extra Cheesy Layer
For a decadent version, add a second layer of cheese sauce after the initial bake. Spread ½ cup extra shredded cheese (mix of cheddar and Gouda) over the baked mac and cheese, then return to the oven for 5-7 minutes until melted and bubbly.
Top with extra breadcrumbs if desired. This creates a restaurant-style double-cheese effect. 🧀
Kid-Friendly Fun Toppings
Let kids customize their own mini mac and cheese by baking individual portions in ramekins or muffin tins. Set out toppings like crushed potato chips, mini marshmallows, or chopped green onions for them to sprinkle on top.
This makes the dish interactive and ensures everyone gets their favorite version. 🧒
Nutrition facts
Frequently asked questions
Can I use pre-shredded cheese for this recipe?
No, pre-shredded cheese won't work here. The anti-caking agents make the sauce grainy and prevent that signature creamy texture. Always shred your own block cheeses using a box grater for the best results. It takes an extra 5 minutes but makes all the difference in the final dish.
Why does the breadcrumb topping sometimes get soggy?
Soggy breadcrumbs usually happen when the topping isn't pressed down firmly or the cheese sauce isn't fully set before baking. Make sure to press the breadcrumbs lightly with your fingers, and let the dish rest for 5 minutes after baking. Also, don't overmix the breadcrumb mixture—just coat it evenly with olive oil.
Can I make this ahead of time for a meal prep?
Assemble the dish completely (including the breadcrumb topping) and refrigerate for up to 4 days. When ready to serve, bake at 375°F for 25-30 minutes until the topping is crispy. For freezing, bake first, then cool completely before wrapping tightly. Reheat in the oven at 350°F for 15-20 minutes to restore crispiness.
What's the secret to getting that perfect creamy texture?
The velvety texture comes from three key elements: using room temperature cream cheese (never cold), simmering the sauce until it coats the back of a spoon, and not overcooking the pasta. The cream cheese adds richness while the proper roux thickens the sauce without making it heavy. Stir constantly while melting the cheese to prevent lumps.
Can I substitute the panko breadcrumbs?
Panko is essential for that crispy texture, but in a pinch you can use regular breadcrumbs mixed with 1 tablespoon cornstarch to help them stay crisp. For best results, toast regular breadcrumbs in a dry pan for 2-3 minutes before mixing with the seasonings. However, nothing compares to the light, airy texture of panko.
