Side Dishes
This Panera Bread macaroni and cheese copycat recipe delivers the same ultra-creamy, breadcrumb-topped perfection you crave without the $12 price tag. After analyzing the original's texture and flavor profile, I've recreated that signature velvety sauce and golden, crispy topping at home—foolproof technique that consistently delivers restaurant-quality results every time.
The secret lies in two key elements: a proper roux-based cheese sauce that thickens without breaking, and a breadcrumb topping that achieves that signature crispy, caramelized finish.
We're using sharp cheddar for authentic flavor, buttermilk for tang, and a precise baking time to ensure the pasta stays al dente while the sauce becomes luxuriously smooth. This isn't just mac and cheese—it's a copycat masterpiece that'll have you questioning why you ever bought it elsewhere.
By the time you pull this dish from the oven, you'll have perfectly cooked elbow macaroni swimming in a creamy, cheesy sauce with that iconic golden breadcrumb crust. The aroma alone will bring everyone running, and the first bite delivers the exact same satisfaction as your favorite bakery-café version.
The best part? It's easier to make than you'd expect, with just a few professional techniques that anyone can master.
Serve this as a comforting weeknight dinner, bring it to potlucks where it disappears instantly, or enjoy it as a satisfying side dish. The recipe scales perfectly for families or crowds, and leftovers reheat beautifully—though I can't promise they'll last that long.
Let's get cooking and recreate that Panera magic in your own kitchen.
Ingredients for panera bread macaroni and cheese copycat
Six ingredients create restaurant-quality mac and cheese magic at home.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Dry, medium or elbow shape |
| Unsalted Butter 🧈 | ½ cup | Cold, cut into small cubes |
| All-Purpose Flour 🌾 | ½ cup | Sifted, for roux base |
| Sharp White Cheddar Cheese 🧀 | 3 cups | Shredded, block preferred |
| Buttermilk 🥛 | 1 cup | Full-fat for creaminess |
| Whole Milk 🥛 | 1 cup | Warmed slightly for blending |
| Pasteurized Process American Cheese 🧀 | 1 cup | Shredded, for stretchiness |
| Panko Breadcrumbs 🍞 | ½ cup | For crispy topping |
| Parmesan Cheese 🧀 | ¼ cup | Freshly grated, for depth |
| Garlic Powder 🧄 | 1 tsp | For subtle savory note |
| Onion Powder 🧅 | 1 tsp | Enhances base flavor |
| Salt 🧂 | 1 ½ tsp | Diamond Crystal preferred |
| Black Pepper 🌶️ | ½ tsp | Freshly cracked for heat |
| Extra-Virgin Olive Oil 🫒 | 1 tbsp | For breadcrumb crispiness |
The cheese is non-negotiable—sharp white cheddar gives that signature tang, while American cheese adds stretch. Grab a wedge of cheddar from the deli counter (pre-shredded gets clumpy) and shred it yourself. For the American cheese, Kraft Singles work perfectly, but any pasteurized process cheese will do. The buttermilk adds that signature tang—don't use low-fat or it'll separate. Whole Foods or Trader Joe's carry the best quality buttermilk, but regular grocery stores usually have it too. Panko breadcrumbs are key for that crispy topping—avoid regular breadcrumbs or the texture won't be right.
No buttermilk? Substitute 1 tbsp vinegar or lemon juice in 1 cup milk—it's the same chemistry. Running low on cheddar? Gruyère or Monterey Jack work well (though flavor changes slightly). The breadcrumb topping needs olive oil for crispiness—don't skip it. For extra richness, add a splash of heavy cream to the sauce. The garlic and onion powders are optional but recommended—they mimic the subtle depth of Panera's version. If you're making this ahead, skip the breadcrumb topping until baking to keep it fresh.
This reheats beautifully—just cover with foil and warm in the oven for 10-15 minutes. Leftovers keep for 4-5 days in the fridge, though I can't guarantee they'll last that long. For freezing, assemble without baking, wrap tightly, and freeze for up to 3 months. Bake straight from frozen (add 10-15 minutes). The breadcrumb topping gets crispy again when reheated—just a quick broil at the end. Portion into individual ramekins for easy serving at potlucks.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this trick—just toss everything in one pot, no straining, no fuss. That buttermilk roux makes the sauce silky smooth while the pasta cooks right in the mix, and honestly? It’s the kind of dish where you can walk away for 15 minutes and still end up with perfect results.
- Cheddar Overload: Between us, sharp white cheddar and buttermilk are a match made in heaven. The sauce isn’t just creamy—it’s got this depth, almost like a hug in cheesy form, and the crust on top? That’s the good stuff. My kids fight over the last bite, and I don’t even pretend to be above sneaking seconds.
- Weeknight Workhorse: This is my go-to when I need something fast but still feels special. Serve it as-is for a lazy dinner, or add a protein like grilled chicken or crispy bacon to stretch it into a full meal. Even my picky husband doesn’t complain—(yes, even on a Tuesday night).
- Budget-Friendly Leftovers: A single batch feeds my family of four and leaves enough for lunch the next day. The flour-butter roux stretches the cheese further than you’d think, and the pasta’s cheap but feels indulgent. Plus, it reheats like a dream—no soggy pasta here, just that same rich, gooey goodness.
Step-by-step instructions for Panera bread macaroni and cheese copycat recipe
Let's create that iconic ultra-creamy texture and crispy breadcrumb topping that makes this copycat version irresistible.
Cook the Elbow Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and add 12 oz elbow macaroni. I like to add 1.5 tsp salt to the water while it heats—this ensures the pasta absorbs enough flavor during cooking. Stir occasionally to prevent sticking, and cook for 8-9 minutes until the pasta is al dente (you should still feel a slight resistance when biting into it).
Drain the pasta in a colander but don't rinse it—those starchy waters are essential for creating the creamy sauce later. Transfer the drained pasta to a large mixing bowl and set it aside. The residual heat will help blend the sauce more smoothly when we combine everything.
Prepare the Signature Creamy Sauce
In a separate large pot, melt 0.5 cup unsalted butter over medium heat until fully liquid. Add 0.5 cup all-purpose flour and whisk continuously for 2-3 minutes until the mixture forms a smooth, pale roux. This step is crucial—if the roux darkens, you'll get a slightly nutty flavor instead of the clean, creamy base we want.
Slowly pour in 1 cup buttermilk and 1 cup whole milk while whisking vigorously to prevent lumps from forming. The mixture will thicken dramatically as it comes to a gentle simmer. Reduce heat to low and stir in 3 cups sharp white cheddar cheese and 1 cup pasteurized process american cheese, allowing the cheese to melt completely and create a velvety texture. Stir in 1 tsp garlic powder, 1 tsp onion powder, 0.5 tsp black pepper, and the drained pasta until fully coated.
Combine and Season to Perfection
Return the pasta mixture to the pot with the sauce and stir over low heat for 3-4 minutes until everything is thoroughly combined and heated through. Taste the mixture and adjust seasoning if needed—this is where you can really make it your own. The sauce should be rich, creamy, and perfectly balanced between sharp cheddar and mild process cheese. If it's too thick, add a splash of milk to reach your desired consistency.
Remove the pot from heat and stir in 0.25 cup freshly grated parmesan cheese. This final addition adds depth of flavor and helps create that signature copycat taste. Let the mixture sit for 2-3 minutes to allow the parmesan to fully integrate and the sauce to thicken slightly.
Assemble the Crispy Breadcrumb Topping
Preheat your oven to 375°F. While the oven heats, transfer the macaroni and cheese to a 9x13-inch baking dish, spreading it evenly into a 1-inch thick layer. In a small bowl, combine 0.5 cup panko breadcrumbs with 1 tbsp extra-virgin olive oil and toss gently until evenly coated. Sprinkle this mixture evenly over the top of the macaroni and cheese, pressing down lightly with your fingers to ensure good contact.
Bake for 15-18 minutes until the breadcrumb topping is deep golden brown and crispy. The edges should be slightly caramelized, and you should smell that wonderful toasted bread aroma. For the best results, let it rest for 5 minutes before serving—this allows the breadcrumbs to crisp up completely and the sauce to set slightly.
Serve with Confidence
Scoop the macaroni and cheese onto plates, making sure to get that beautiful crispy topping with each serving. The contrast between the creamy, cheesy interior and the crunchy breadcrumb crust is what makes this copycat version so special. Serve immediately while the breadcrumbs are at their crispest, and enjoy the rich, comforting flavors that make this dish a crowd-pleaser.
This recipe delivers on all the promises—the ultra-creamy texture, the perfect balance of cheeses, and that signature crispy topping that makes it taste just like the restaurant version. The key is in the technique: the proper roux, the right cheese blend, and that perfect breadcrumb topping. You've got this!
Pro Tips For Making Panera Bread Macaroni And Cheese Copycat
- Cook Pasta Al Dente: Panera’s version relies on that perfect chewy bite—no mushy pasta here. Pull the elbows out when they’re still slightly firm (about 1 minute before package time), then finish cooking in the cheese sauce. I learned this the hard way: overcooked pasta turns this dish into a sad, gluey mess.
- Melt Cheese Slowly: Dump all that sharp cheddar in at once, and you’ll end up with scrambled cheese instead of a smooth sauce. Start with half the cheese, stir until fully melted, then add the rest. The buttermilk will thank you—it keeps the sauce creamy without curdling.
- Whisk the Roux Hard: That flour-butter roux is the backbone of the sauce, and skipping a good whisk means a bland, grainy mess. Cook it low and slow (5-7 minutes) until it’s a rich, golden paste—no brown spots, just even color. I was skeptical until I tried it: the texture changes completely.
- Reserve Some Buttermilk: Adding all the buttermilk at once can thin the sauce too much. Keep 2 tablespoons back and stir it in at the end if the sauce feels too thick. It’s an easy fix, but it makes a real difference in balancing the richness. (Your future self will thank you.)
Essential equipment for panera bread macaroni and cheese copycat
Roux Mastery Kit
Your first essential tool is a heavy-bottomed saucepan—I use my All-Clad Stainless Steel 3-quart saucepan—to create that perfect pale roux. The even heat distribution prevents burning while you whisk continuously for 2-3 minutes.
A whisk with a long handle (like the OXO Good Grips Silicone Whisk) gives you better control when combining the butter, flour, and liquids. 🔥
Precision Temperature Tools
An instant-read thermometer (I recommend ThermoWorks Thermapen ONE) ensures your macaroni reaches al dente perfection at 130-135°F internal temperature. For the oven, a digital oven thermometer (like Kizen) verifies your 375°F setting—home ovens often run 25°F hotter or colder than displayed.
This consistency is key for that signature crispy breadcrumb topping.
Baking Dish Essentials
Use a 9x13-inch glass baking dish (I prefer Pyrex) for even heat distribution and easy serving. The glass conducts heat better than metal, preventing hot spots. Line the dish with parchment paper if you're worried about sticking, but I find it unnecessary with this recipe.
For extra insurance, lightly grease the dish with butter before adding the macaroni and cheese mixture.
Breadcrumb Crispiness Kit
The secret to that perfect golden crust lies in two tools: a fine-mesh sieve (like OXO Good Grips) for evenly distributing the panko breadcrumbs, and a pastry brush (I use West Bend) to lightly coat them with olive oil.
Press the breadcrumbs down gently with a flexible silicone spatula to ensure maximum contact with the cheese sauce below.
Storage Solutions
For leftovers, transfer to airtight glass containers (I love Le Parfait containers) to maintain freshness for up to 5 days. When reheating, cover with foil and warm in the oven at 350°F for 10-15 minutes.
For freezing, use quart-sized freezer bags with zip-top closures—squeeze out all air to prevent freezer burn. Thaw overnight in the fridge before reheating.
Nutrition facts
Frequently asked questions
Why does this recipe use both sharp cheddar and American cheese?
The sharp cheddar provides that signature tangy flavor you get at Panera, while the American cheese adds stretch and creaminess. The combination creates that perfect balance of sharpness and mild richness that makes the sauce so addictive. Plus, the American cheese helps prevent the sauce from becoming too grainy when baked.
Can I make this mac and cheese ahead of time?
Assemble everything except the breadcrumb topping, then refrigerate in an airtight container for up to 2 days. When ready to bake, add the breadcrumbs and bake as directed. For freezing, assemble without baking, wrap tightly, and freeze for up to 3 months. Thaw overnight in the fridge before baking.
What's the secret to getting crispy breadcrumbs?
Three things: panko breadcrumbs, olive oil, and proper baking time. Toss the panko with olive oil before sprinkling, and press it down gently so it touches the cheese sauce. Bake at 375°F for 15-18 minutes until deep golden brown. Let it rest 5 minutes after baking for maximum crispiness.
Can I use a different type of pasta?
Elbow macaroni is ideal because its shape holds the sauce well, but you can use cavatappi or shells if preferred. Avoid long pasta like spaghetti—it won't work as well with this creamy sauce. If using shells, reduce baking time by 2-3 minutes since they'll cook faster.
How do I fix a sauce that's too thick or too thin?
For a thick sauce, stir in 1-2 tablespoons of milk or buttermilk while off heat. If it's too thin, return to low heat and simmer for 2-3 minutes to thicken naturally. Never add flour directly to thicken—it'll make the sauce grainy. The sauce should coat the back of a spoon but still flow smoothly.