Panera Bread Mac and Cheese Copycat Recipe
This Panera Bread mac and cheese recipe gives you that thick, creamy, sharp cheddar sauce poured over tender pasta, all in about 30 minutes at home. It’s the kind of bowl people order every time they visit Panera, and it turns out you don’t need much to recreate it.
The sauce is the whole thing here. Get it right and you’ll wonder why you ever stood in line for it.

Why I Love This Recipe
The cheese sauce is sharp and rich without being heavy. White cheddar does most of the work, and a touch of dry mustard cuts through the fat so it doesn’t taste one-dimensional.
It reheats well, which matters for a recipe like this. A splash of milk and low heat and it comes right back to the original texture.
This is the version I keep coming back to on nights when I want something warm and satisfying without a lot of fuss.
Recipe Ingredients

- 16 oz large elbow macaroni – Panera uses large elbows, not small; the thicker shape holds the sauce better
- 4 tbsp unsalted butter – Unsalted lets you control the saltiness of the finished sauce
- 4 tbsp all-purpose flour – Combined with butter to make the roux that thickens the sauce
- 3 cups whole milk – Whole milk gives the sauce body; 2% works but the sauce will be thinner
- 1 cup heavy cream – Adds richness and keeps the sauce smooth as it sits
- 2 cups sharp white cheddar, freshly shredded – Pre-shredded bags contain anti-caking agents that make the sauce grainy; shred it yourself
- 1 cup mild yellow cheddar, freshly shredded – Adds color and a slightly milder flavor to balance the white cheddar
- 1 tsp dry mustard powder – Not optional; it brightens the cheese flavor without tasting like mustard
- 1/2 tsp garlic powder – Subtle background flavor
- 1/2 tsp onion powder – Rounds out the sauce
- 3/4 tsp kosher salt – Add more at the end to taste
- 1/4 tsp white pepper – White pepper gives mild heat without black specks in the sauce
Variations / Substitutions
- Yellow cheddar only – Use 3 cups total of sharp yellow cheddar if white cheddar is unavailable; the sauce will taste slightly milder and look more orange.
- Gruyère swap – Replace 1 cup of white cheddar with 1 cup of Gruyère for a nuttier, slightly sweeter sauce.
- 2% milk – The sauce will be a little looser, so add 1 extra tablespoon of flour to the roux to compensate.
- Gluten-free pasta – Use any large gluten-free elbow; cook it to just shy of al dente since it softens quickly once it hits the hot sauce.
- Extra heat – Stir in 1/4 tsp cayenne with the other spices for a version that has a gentle burn at the back of the throat.
- Cream cheese addition – Add 2 oz of softened cream cheese with the shredded cheeses for a sauce that stays creamier when reheated.
If you like cheesy pasta bakes, Panera Bread Broccoli Cheddar Pasta Bake is worth looking at next.
How To Make Panera Bread Mac and Cheese
Step 1: Boil the Macaroni

Bring a large pot of well-salted water to a rolling boil, then add the 16 oz large elbow macaroni. Cook it for 1 minute less than the package directions say, so around 7 to 8 minutes for most brands.
You want the pasta just shy of done because it will finish cooking when you fold it into the hot sauce. Drain it well and set it aside, but don’t rinse it. The starch on the surface of the pasta helps the sauce cling.
Step 2: Build the Roux

In a large, heavy-bottomed pot or Dutch oven over medium heat, melt the 4 tbsp unsalted butter. Once it’s fully melted and starting to foam, add the 4 tbsp all-purpose flour all at once. Whisk constantly for 90 seconds.
The mixture will look pale and paste-like, which is exactly right. You’re cooking out the raw flour taste. If it starts to turn golden before 90 seconds, nudge the heat down slightly.
Step 3: Simmer the Béchamel

Still over medium heat, pour in the 3 cups whole milk in a slow, steady stream while whisking. Add the 1 cup heavy cream the same way. Keep whisking as the mixture heats up, about 5 to 6 minutes, until it thickens enough to coat the back of a spoon.
Watch for the moment it shifts from thin and watery to glossy and thick. That’s your cue to move to the next step. Don’t rush this by cranking the heat; high heat can scorch the milk solids on the bottom.
Step 4: Melt in the Cheese and Spices

Turn the heat down to low. Add the 1 tsp dry mustard powder, 1/2 tsp garlic powder, 1/2 tsp onion powder, 3/4 tsp kosher salt, and 1/4 tsp white pepper, then stir to combine. Add the 2 cups sharp white cheddar and 1 cup mild yellow cheddar in 3 or 4 handfuls, stirring each addition in fully before adding the next.
The sauce should be smooth, orange-tinted, and thick enough to fall in ribbons off the spoon, not run off in a thin stream. If it looks grainy, your heat was too high; pull the pot off the burner for a minute and keep stirring.
Step 5: Fold in the Pasta and Serve

Add the drained macaroni to the cheese sauce and fold everything together over low heat for about 2 minutes, until every piece of pasta is coated and the sauce has tightened slightly around it.
Ladle into bowls and, if you want the full Panera look, serve it right away with no garnish. Or finish with a pinch of extra white cheddar and a light crack of black pepper over the top.
Recipe Tips
- Shred the cheese cold. Cheese that’s come straight from the fridge grates more cleanly and melts more evenly than room-temperature cheese.
- Weigh the pasta if you can. 16 oz is a full standard box, but eyeballing can leave you with too much pasta and not enough sauce.
- Salt the pasta water more than you think you need to. It should taste pleasantly salty, like light broth. Undersalted pasta makes the whole dish taste flat no matter how good the sauce is.
- Don’t walk away from the roux. Ninety seconds of whisking over medium heat is the difference between a smooth sauce and a lumpy one. Set a timer if it helps.
Cook times by pan size and volume:
| Pot Size | Milk + Cream Volume | Time to Thicken |
|---|---|---|
| 3-quart | 4 cups total | 5 to 6 mins |
| 4-quart | 4 cups total | 4 to 5 mins |
| 5-quart or larger | 4 cups total | 3 to 4 mins |
How To Store
- Refrigerate – Store leftovers in an airtight container for up to 4 days. The sauce will thicken considerably in the fridge as the starch sets.
- Reheating – Reheat in a saucepan over low heat. Add 2 to 3 tbsp of milk per serving and stir constantly until the sauce loosens back to its original consistency, about 4 to 5 minutes. The microwave works too, but stir every 30 seconds and add milk as needed.
What To Serve With Panera Bread Mac and Cheese
A crisp green salad with a sharp vinaigrette works well alongside it because the acidity cuts through the richness of the cheese sauce in a way that makes both things taste better. A bowl of tomato soup is the classic Panera pairing, and it earns that reputation because the bright, slightly sweet tomato flavor sits against the salty cheddar without competing with it. For something a little heartier, a simple roasted chicken thigh on the side adds protein without pulling attention away from the pasta.
Frequently Asked Questions
Can I make the cheese sauce ahead of time?
Yes, up to 2 days ahead. Store it separately from the pasta in the fridge, then reheat it gently over low heat with a splash of milk before folding in freshly cooked pasta.
Why does my cheese sauce turn out grainy?
The most common cause is adding cheese to sauce that’s too hot. Pull the pot off the heat completely before adding the cheese, then stir it in over low heat.
Can I double this recipe?
Yes. Scale every ingredient up by 2 and use a pot that holds at least 7 quarts so the béchamel has room to whisk without splashing.
Is this recipe freezer-friendly?
Not really. Cream-based cheese sauces tend to break when frozen and thawed, leaving a greasy, grainy texture that won’t come back together.
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Ingredients
Method
- Boil the 16 oz elbow macaroni in well-salted water for 1 minute less than package directions, about 7 to 8 minutes. Drain and set aside without rinsing.
- Melt the 4 tbsp butter in a large heavy pot over medium heat, add the 4 tbsp flour, and whisk constantly for 90 seconds to cook out the raw flour taste.
- Pour in the 3 cups whole milk and 1 cup heavy cream in a slow stream while whisking. Cook over medium heat for 5 to 6 minutes, whisking often, until the sauce thickens enough to coat the back of a spoon.
- Reduce heat to low. Stir in the 1 tsp mustard powder, 1/2 tsp garlic powder, 1/2 tsp onion powder, 3/4 tsp kosher salt, and 1/4 tsp white pepper. Add the 2 cups white cheddar and 1 cup yellow cheddar in handfuls, stirring each addition fully before adding the next.
- Fold the drained macaroni into the cheese sauce over low heat for 2 minutes, then ladle into bowls and finish with a pinch of extra white cheddar and a crack of black pepper.
