Popeyes Mac and Cheese Copycat Recipe

This Popeyes mac and cheese recipe gives you that thick, creamy, baked side dish at home without a drive-through line. It’s the kind of cheesy, oven-set mac that holds its shape when you scoop it but still pulls apart in long, gooey strings.

It comes together in about 40 minutes, and the ingredient list is short enough to manage on a weeknight.

Why I Love This Recipe

The cheese sauce gets built with 3 kinds of cheese, which gives it the depth that single-cheese versions lack. Sharp cheddar brings the sharpness, American adds creaminess, and a little smoked Gouda pulls it toward that slightly smoky note Popeyes has.

It bakes just long enough to set the top with a light crust while keeping the inside loose and saucy. That contrast is what makes it worth making over stovetop mac.

Recipe Ingredients

• 12 oz elbow macaroni – Classic shape; the ridges hold the sauce well
• 3 tbsp unsalted butter – For the roux base; unsalted lets you control saltiness
• 3 tbsp all-purpose flour – Thickens the sauce; don’t skip it for a stovetop-style sauce
• 2 cups whole milk – Whole milk gives a richer sauce than 2%; avoid skim
• 1 cup heavy cream – Adds body; you can sub more whole milk but the sauce will be thinner
• 1 tsp garlic powder – Savory background note
• 1 tsp onion powder – Rounds out the flavor without any raw onion bite
• 1/2 tsp smoked paprika – Adds the faint smokiness in the original
• 1/2 tsp salt – Start here; adjust after tasting
• 1/4 tsp black pepper – Freshly ground if you have it
• 1/4 tsp cayenne pepper – A small hit of heat; Popeyes has a subtle warmth
• 2 cups sharp cheddar, shredded – Shred it yourself; pre-shredded has coatings that make the sauce grainy
• 1 cup American cheese, roughly chopped – Velveeta or deli-sliced; melts smooth and keeps the sauce from breaking
• 1/2 cup smoked Gouda, shredded – Adds the smoky depth; regular Gouda works if smoked is unavailable
• 1 large egg, lightly beaten – Helps the baked version set; don’t skip this
• Cooking spray – For the baking dish

Variations / Substitutions

• Swap smoked Gouda for Gruyère – You lose the smokiness but get a slightly nutty flavor that works well.
• Use 2% milk instead of whole milk – The sauce will be a little less rich but still holds together fine.
• Skip the heavy cream, use all milk – The result is thinner; compensate by adding an extra tablespoon of flour to the roux.
• Make it spicier – Double the cayenne to 1/2 tsp or add a few dashes of hot sauce to the finished sauce before baking.
• Dairy-free – Use a plant-based butter, oat milk, and a dairy-free cheddar-style shred; the texture will be slightly less creamy since dairy-free cheese melts differently.
• Add protein – Stir in 1 cup of chopped rotisserie chicken with the pasta before baking for a full meal.

If you like comforting baked pasta dishes, Popeyes Red Beans and Rice Copycat Recipe is worth trying alongside this one.

How To Make Popeyes Mac and Cheese

Step 1: Boil the Macaroni

Bring a large pot of salted water to a boil, then cook the 12 oz elbow macaroni for 2 minutes less than the package says, usually about 6 to 7 minutes. Drain and set aside. You want it slightly underdone because it finishes cooking in the oven.

Underdone pasta looks a little chalky at the center when you bite into a piece. That’s right where you want it. If it goes fully soft here, it’ll turn mushy after baking.

Step 2: Build the Cheese Sauce

Melt the 3 tbsp unsalted butter in a large saucepan over medium heat. Whisk in the 3 tbsp all-purpose flour and stir constantly for 1 to 2 minutes until the mixture looks golden and smells slightly nutty. Pour in the 2 cups whole milk and 1 cup heavy cream slowly, whisking the whole time, and keep whisking until the sauce thickens, about 4 to 5 minutes.

Once it coats the back of a spoon, reduce the heat to low and stir in the 1 tsp garlic powder, 1 tsp onion powder, 1/2 tsp smoked paprika, 1/2 tsp salt, 1/4 tsp black pepper, and 1/4 tsp cayenne pepper. Add the 2 cups sharp cheddar, 1 cup American cheese, and 1/2 cup smoked Gouda in 3 or 4 handfuls, stirring between each addition until the cheese fully melts before adding the next batch. Adding cheese all at once can make the sauce seize up and go grainy.

Step 3: Temper and Combine

Remove the sauce from the heat. Scoop out about 1/2 cup of the warm sauce into a small bowl, then whisk the 1 large beaten egg into that small bowl quickly. Pour the egg mixture back into the main pot and stir to combine. This tempering step keeps the egg from scrambling.

Add the drained macaroni and stir until every piece is coated. Taste and adjust salt now before it goes in the oven.

Step 4: Bake the Mac and Cheese

Preheat your oven to 375°F (190°C) and spray a 9×13-inch baking dish with cooking spray. Pour the macaroni mixture into the dish and spread it evenly. Bake uncovered for 20 to 25 minutes, until the edges are visibly bubbling and the top has a light golden set to it.

Pull it out when the center jiggles only slightly when you shake the dish. It will firm up a little more as it sits. If you bake it until it’s completely stiff in the oven, the interior will be dry.

Step 5: Scoop and Serve

Let the mac and cheese rest for 5 minutes, then scoop it into a serving bowl or spoon it directly onto plates. The top should have a faint golden crust with the creamy sauce visible underneath where you break through. A pinch of smoked paprika dusted over the top right before serving makes it look exactly like the restaurant version.

Recipe Tips

• Shred your own cheese. Pre-shredded cheese is coated in cellulose or potato starch to prevent clumping, and that coating prevents it from melting smoothly into a sauce. It’s worth the extra 3 minutes.
• Don’t rush the roux. Cooking the butter and flour for a full 1 to 2 minutes before adding liquid cooks out the raw flour taste. If you skip this, the sauce can taste starchy.
• Season after the cheese goes in. Cheese brings its own salt, and American cheese especially can push the saltiness higher than you expect. Always taste the sauce after the cheese is melted, before you add the pasta.
• Room temperature egg melts in more easily. If you have time, pull the egg out of the fridge 15 minutes before you start. Cold eggs lower the sauce temperature suddenly and can make tempering trickier.

Bake times by pan size (375°F / 190°C):

How To Store

• Refrigerate – Store leftovers in an airtight container for up to 4 days. The sauce will thicken as it cools.
• Reheating – Reheat on the stovetop over low heat or in the microwave in 60-second intervals, stirring between each, adding a splash of milk to loosen the sauce back up.

What To Serve With Popeyes Mac and Cheese

This mac works best alongside something with a crispy, seasoned crust because the creamy sauce needs a textural contrast to balance it. Fried or baked chicken is the obvious pairing, and it works because the richness of the cheese softens the heat of spiced chicken without competing with it. A simple coleslaw with a vinegar dressing also cuts through the richness cleanly, keeping each bite from feeling heavy.

Frequently Asked Questions

Can I make this the day before?

Yes. Assemble the dish fully, cover it tightly, and refrigerate overnight. Add 5 to 8 extra minutes to the bake time since it goes in cold.

Why did my cheese sauce turn grainy?

The most common cause is adding cheese to sauce that’s too hot. Pull the pan off the heat before stirring in the cheese, and add it in batches.

Can I freeze this mac and cheese?

You can freeze it for up to 2 months in an airtight container, but the texture changes a little after thawing since dairy sauces tend to separate. Stir well and add a splash of milk when reheating.

Can I double the recipe for a crowd?

Yes, double everything and use 2 standard 9×13-inch dishes. The bake time stays the same since the depth of filling doesn’t change.

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Popeyes Mac and Cheese Recipe

Print Recipe Pin Recipe

Prep Time 15 minutes mins

Cook Time 25 minutes mins

Total Time 40 minutes mins

Servings: 8 servings

Ingredients Method Notes

Ingredients

  

• 12 oz elbow macaroni
• 3 tbsp unsalted butter
• 3 tbsp all-purpose flour
• 2 cups whole milk
• 1 cup heavy cream
• 1 tsp garlic powder
• 1 tsp onion powder
• 1/2 tsp smoked paprika
• 1/2 tsp salt
• 1/4 tsp black pepper
• 1/4 tsp cayenne pepper
• 2 cups sharp cheddar, shredded
• 1 cup American cheese, roughly chopped
• 1/2 cup smoked Gouda, shredded
• 1 large egg, lightly beaten
• Cooking spray

Method

 

1. Boil the elbow macaroni in salted water for 2 minutes less than the package time (about 6 to 7 minutes). Drain and set aside.
2. Melt the butter in a large saucepan over medium heat, whisk in the flour, and cook for 1 to 2 minutes. Slowly whisk in the milk and heavy cream, then stir over medium heat for 4 to 5 minutes until thickened.
3. Reduce heat to low, stir in all the spices, then add the cheddar, American cheese, and Gouda in batches, stirring until smooth after each addition.
4. Remove from heat, temper the beaten egg by mixing it with 1/2 cup of the warm sauce in a small bowl, then stir it back into the pot. Add the drained macaroni and stir to combine.
5. Preheat oven to 375°F (190°C). Pour the mixture into a greased 9×13-inch baking dish and bake uncovered for 20 to 25 minutes until the edges bubble and the top is lightly set.
6. Rest for 5 minutes, then scoop into a serving bowl and dust with a pinch of smoked paprika before serving.

Notes

The sauce thickens quite a bit as the dish bakes and then rests, so don’t worry if it looks a little loose when it first comes out of the oven. If you’re making this ahead, keep the unbaked dish covered in the fridge and add a few extra minutes to the bake time. American cheese is not optional here; it’s what keeps the sauce from breaking under heat.