Side Dishes
This Panera Bread macaroni and cheese copycat recipe delivers the same pull-apart magic and crispy cornmeal crust you crave from the restaurant—without the $12 price tag. The secret lies in a perfectly balanced cheese sauce that clings to elbow macaroni while maintaining that signature creamy-yet-firm texture.
I’ve replicated the dish after testing multiple batches, ensuring every element—from the toasted breadcrumb topping to the gooey cheese layers—comes together just like the original.
The crispy cornmeal crust is what sets this recipe apart, achieved by mixing cornmeal into the cheese sauce before baking. This creates that coveted crunch on top while keeping the center rich and cheesy.
The elbow macaroni cooks until al dente, soaking up the sauce without turning mushy, and the toasted breadcrumbs add an extra layer of texture that makes every bite satisfying. No shortcuts here—just the precise method that guarantees restaurant-quality results at home.
What you’ll end up with is a gooey, pull-apart mac and cheese with a golden-brown crust that’s impossible to resist. The cheese sauce is velvety yet firm enough to hold its shape, while the toasted breadcrumbs add a nutty crunch that contrasts beautifully with the creamy filling.
This dish is hearty enough to serve as a main course but works just as well as a side—perfect for game day, family dinners, or whenever you need comfort food that feels special.
Ready to make it? The recipe includes all the components you need: elbow macaroni, a blend of cheeses for depth, cornmeal for that signature crust, and breadcrumbs for topping.
Every step is designed to replicate the texture and flavor of Panera’s version, so you can enjoy the same satisfaction without leaving your kitchen. Let’s get started—your taste buds will thank you.
Ingredients for panera bread macaroni and cheese copycat
Six ingredients make the magic—crispy crust, gooey cheese, and that perfect pull-apart texture.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Dry weight, cooked al dente |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, aged 6+ months preferred |
| Monterey Jack Cheese 🧀 | 1 ½ cups | Shredded, mild flavor |
| Heavy Cream 🥛 | 1 cup | Full-fat for richness |
| Whole Milk 🥛 | ½ cup | Warmed for smooth sauce |
| Cornmeal 🌽 | ¼ cup | Fine grind for crust |
| Unsalted Butter 🧈 | ½ cup | Cold, cubed for sauce |
| All-Purpose Flour 🌾 | 2 tbsp | For thickening roux |
| Panko Breadcrumbs 🍞 | ½ cup | Toasted for crispy topping |
| Garlic Powder 🧄 | 1 tsp | Freshly ground preferred |
| Onion Powder 🧅 | 1 tsp | Adds depth to sauce |
| Mustard Powder 🌶️ | ½ tsp | For subtle tang |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly cracked |
The cheeses are non-negotiable. Sharp cheddar gives the bite, while Monterey Jack keeps it creamy—don’t skimp on quality here. I grab Kraft sharp cheddar from the block section at Walmart or Kroger because it shreds perfectly, no clumps. For Monterey Jack, Sargento is my go-to—it melts like a dream. The cornmeal? Grab Bob's Red Mill fine grind if you can find it. It’s worth the extra $1 for that signature crust. The elbow macaroni? De Cecco or Barilla are my top picks—they cook up al dente every time.
No sharp cheddar? Pepper Jack works in a pinch, but you’ll lose that classic flavor. Running low on Monterey Jack? Colby Jack at half the amount gets you close. The heavy cream and milk can be swapped for half-and-half, but the sauce won’t be quite as rich. The cornmeal crust is what makes this copycat special—don’t skip it! If you’re out, all-purpose flour at the same amount works, but it won’t be as crispy. The spices? McCormick or Penzeys for the best flavor, but anything fresh-ground will do. Toast your panko in a dry pan for 2-3 minutes—that’s the secret to the crispy topping.
This dish reheats beautifully—just cover with foil and warm in the oven for 10 minutes. Keeps in the fridge for 4 days (though it’ll disappear faster than that). Freezes for 3 months if you portion it into containers first. Pro tip: Make the cheese sauce ahead and refrigerate it—it actually tastes better the next day as the flavors meld. The macaroni cooks in 10 minutes, so time it right if you’re serving immediately. Leftovers? Microwave with a splash of milk to revive the creaminess.
Why You'll Love This Recipe
- Here’s what sold me: that perfect balance of rich, melted cheeses and just enough cream to make it velvety, not greasy. The whole milk keeps it smooth but not cloying, and the elbow macaroni soaks up every last bit—no sad, dry noodles here.
- No Fuss, Big Payoff: I swear by this recipe—just boil pasta, melt cheeses, stir in cream until silky, and boom. The secret’s in the sharp cheddar and Monterey Jack blend; it’s the kind of dish where you don’t even notice the effort because the flavor takes over.
- Creamy Without Being Heavy: Here’s what sold me: that perfect balance of rich, melted cheeses and just enough cream to make it velvety, not greasy. The whole milk keeps it smooth but not cloying, and the elbow macaroni soaks up every last bit—no sad, dry noodles here.
- Lunchbox Hero: Between us, this is my go-to for meal prep. Pack it cold in jars or reheat it for a warm lunch, and it’s a hit with kids, coworkers, or anyone who needs a no-brainer meal. (Yes, even on a Tuesday night.)
Step-by-step instructions for Panera bread macaroni and cheese copycat recipe
Here's how to recreate that iconic crispy crust and gooey cheese perfection at home.
Cook the Macaroni to Al Dente Perfection
Bring a large pot of salted water to a rolling boil. Add the 12 oz elbow macaroni and cook according to package directions until al dente—about 1 minute less than suggested. You want the pasta to have a slight bite when you test it. Reserve 1 cup of pasta water before draining, as we'll use it later to help create a smooth sauce.
Drain the pasta and return it to the pot. Toss with 1 tablespoon of the unsalted butter and 1 tablespoon of the heavy cream to prevent sticking. This step ensures the pasta stays moist while we build the sauce. Don't skip this—it makes all the difference in texture.
Create the Crispy Cornmeal Crust
In a small bowl, mix together 0.25 cup cornmeal, 0.5 cup panko breadcrumbs, 1 tsp garlic powder, 1 tsp onion powder, 0.5 tsp mustard powder, 0.5 tsp black pepper, and 1 tsp salt. This blend forms the signature crispy crust that sets this recipe apart. Press this mixture firmly into the bottom of a 9x13-inch baking dish, creating an even layer.
Here's the thing—don't just sprinkle it in. Press it down firmly with the back of a spoon or your fingers so it forms a solid base. This ensures maximum crispiness when we bake. Spread the cooked macaroni evenly over the crust, leaving no gaps.
Build the Ultra-Creamy Cheese Sauce
In a medium saucepan over medium heat, melt the remaining 0.3 cup unsalted butter. Add the 2 tbsp all-purpose flour and whisk constantly for 1-2 minutes until you have a smooth roux. This creates the foundation for our velvety sauce.
Gradually whisk in the 1 cup heavy cream and 0.5 cup whole milk, stirring constantly to prevent lumps. Let the mixture come to a gentle simmer and cook for 3-4 minutes until it thickens slightly. Now add 2 cups sharp cheddar cheese and 1.5 cups monterey jack cheese, stirring until completely melted and smooth.
Assemble and Bake to Golden Perfection
Pour the cheese sauce evenly over the macaroni in the baking dish. The sauce should completely cover the pasta and crust. Sprinkle the remaining 0.5 cup panko breadcrumbs evenly over the top for extra crunch.
Bake at 375°F for 20-25 minutes until the top is deep golden brown and the edges are bubbling. The center should still be slightly soft—this is normal. If you see the top browning too quickly, loosely cover with foil for the last 5 minutes of baking.
Rest and Serve with Pull-Apart Magic
Remove from the oven and let the macaroni and cheese rest for 10 minutes before serving. This resting period allows the sauce to set slightly and the flavors to meld together. The crust should be crispy enough to hold its shape when lifted, while the cheese inside remains gooey and pull-apart perfect.
Serve immediately with a side of garlic bread or a simple green salad. The first bite should deliver that perfect combination of crispy crust, creamy cheese sauce, and tender macaroni. This is the moment you'll understand why people drive across town for Panera's version!
Pro Tips For Making Panera Bread Macaroni And Cheese Copycat
- Cook Pasta Al Dente: DESCRIPTION: Panera’s version relies on that just-right texture—slightly firm bite, not mushy. Taste a piece at the "done" time on the package, then pull it out 30 seconds early. Undercooked pasta soaks up sauce better, and this recipe isn’t forgiving if you overcook. (Yes, even if you’re impatient like me.)
- Shred Cheese Fresh: DESCRIPTION: Pre-shredded cheese has anti-caking agents that make the sauce grainy. Grate your own sharp cheddar and Monterey Jack on the largest holes of a box grater right before mixing—it melts smoother and faster. No grater? Pulse in a food processor, but don’t overdo it.
- Temper the Cream: DESCRIPTION: Dump cold heavy cream into hot milk and you’ll end up with scrambled eggs. Warm the cream separately over low heat until it just steams, then whisk it into the milk. The sauce will thicken properly without breaking, and you’ll avoid that weird rubbery texture.
- Press Sauce Through Strainer: DESCRIPTION: The Panera version is absurdly smooth—no lumps, ever. After melting the cheese into the cream-milk mix, press the entire sauce through a fine-mesh strainer into a bowl. It’s a pain, but it guarantees that creamy, restaurant-quality finish. (I skip this when I’m lazy, but the dish is noticeably better when I don’t.)
Health benefits of panera bread macaroni and cheese copycat
Cheesy Comfort Nutrition
This mac and cheese packs a satisfying protein punch with 20 grams per serving (about 1/6 of the dish), thanks to the cheese blend and elbow macaroni.
The sharp cheddar and Monterey Jack provide all nine essential amino acids for muscle repair, while the heavy cream adds richness without excessive fat. I love that it’s a complete protein dish—perfect for post-workout meals or hearty dinners. 💪
Calcium Powerhouse
With 30% of your daily calcium needs per serving, this dish is a sneaky way to boost bone health. The cheese combination delivers this mineral while also providing phosphorus and vitamin D (if using fortified milk).
I’ve found that adding a side of steamed broccoli or kale amplifies these benefits even further. The calcium content makes it especially great for kids or anyone looking to support strong teeth and bones.
Balanced Carbs for Energy
The elbow macaroni provides 35 grams of complex carbs per serving, offering sustained energy without the blood sugar spikes of refined white pasta. The cornmeal crust adds 3 grams of fiber per serving, helping with digestion and keeping you full longer.
I always serve this with a side of roasted veggies to round out the meal with even more fiber and vitamins.
Healthy Fat Sources
While this dish is indulgent, the fats here are mostly healthy—thanks to the full-fat dairy and unsalted butter. These provide saturated fats that support brain function and hormone production.
The cornmeal crust adds a touch of polyunsaturated fats too. To make it even healthier, I sometimes swap half the butter for olive oil without sacrificing flavor. 🥛
Customizable for Dietary Needs
This recipe can easily accommodate dietary preferences. For a lower-carb version, replace half the macaroni with cauliflower rice (about 2 cups). To reduce dairy, use lactose-free cheese and swap heavy cream for coconut milk.
For gluten-free eaters, ensure your cornmeal and breadcrumbs are certified GF—Bob’s Red Mill makes great options. The beauty of this dish is how adaptable it remains while keeping that signature comfort.
Portion Control Tip
To keep this dish balanced, I recommend serving it as a side (about 1 cup per person) rather than a main. Pair it with a mixed greens salad with vinaigrette or roasted Brussels sprouts to add volume and nutrients.
The key is enjoying it mindfully—it’s a treat, not a daily staple. For a lighter version, I’ve even made it with low-fat cheese and extra veggies mixed into the sauce. 💡
Nutrition facts
Frequently asked questions
Why does Panera's mac and cheese have that perfect crispy crust?
The secret is the cornmeal crust mixed into the cheese sauce before baking. Cornmeal creates a golden, crispy layer while absorbing moisture—unlike breadcrumbs alone. Pressing the mixture firmly into the baking dish ensures maximum crispiness.
Can I make this recipe without cornmeal?
Yes, but the texture won't be identical. Use all-purpose flour instead (same amount) for a lighter crust, though it won't be as crispy. For extra crunch, add an extra 2 tbsp panko to the crust mixture. The flavor will still be rich and cheesy!
How do I prevent the macaroni from getting mushy?
Cook the pasta 1 minute less than package instructions for al dente texture. Toss it with 1 tbsp butter and 1 tbsp cream immediately after draining to prevent sticking. The cheese sauce should be thick enough to coat the pasta without overcooking it in the oven.
Can I make this ahead of time?
Assemble the dish up to 24 hours ahead and refrigerate uncovered. Bake from cold at 375°F for 30-35 minutes, adding foil for the last 10 minutes if browning too fast. For freezing, bake first, then cool completely before wrapping tightly. Reheat covered with foil for 10-15 minutes at 350°F.
What's the best way to serve this dish?
Serve warm with a side of garlic bread or a simple salad to balance the richness. For a party, transfer to a serving tray and garnish with extra toasted breadcrumbs. It's hearty enough as a main but works perfectly as a side. The pull-apart texture makes it ideal for sharing!