Oh, you guys, I’ve been itching to share this with you for ages! You know those days when you’re just craving something utterly comforting, something that wraps you up like a warm hug? For me, that’s usually Panera Macaroni Cheese. I swear, I could probably live on it. But lately, life’s been a bit too hectic for those spontaneous runs, and honestly, the cost adds up! So, I set out on a mission: to recreate that magic, that creamy, cheesy, perfectly baked goodness right in my own kitchen. And let me tell you, after a few delightful experiments (and a couple of less-than-perfect attempts!), I think I’ve cracked the code. This isn’t just a copycat; it’s my ode to that beloved dish, with a few little twists that make it even better. It’s the ultimate comfort food, perfect for a chilly evening, a busy weeknight, or honestly, just because. Get ready, because your weeknight dinners are about to get a whole lot happier!
What is Panera Macaroni Cheese?
So, what exactly is this Panera macaroni cheese we’re talking about? Think of it as the quintessential mac and cheese, but elevated. It’s that ridiculously smooth, velvety cheese sauce coating perfectly cooked pasta, baked until it’s golden and bubbly on top. It’s not just cheese sauce; it’s a symphony of dairy that’s rich without being heavy, and utterly decadent. What I love about it is that it feels a little fancy, a little special, but it’s built on such simple, comforting foundations. It’s the kind of dish that makes everyone in the family, from the pickiest eaters to the most discerning grown-ups, absolutely melt. It’s essentially childhood comfort food, dressed up for a dinner party, but still relaxed enough for a Tuesday night. That’s the beauty of it!
Why you’ll love this recipe?
Honestly, where do I even begin with why you’ll adore this Panera Macaroni Cheese Recipe? Let’s start with the flavor, shall we? It’s that deep, cheesy, slightly tangy flavor that you just can’t get enough of. We’re talking a blend of cheeses that create a truly sublime, melt-in-your-mouth experience. It’s not just one note; it’s complex and satisfying. Then there’s the simplicity of it all. I know, I know, “making fancy mac and cheese from scratch” can sound daunting, but I promise you, this is surprisingly straightforward. I’ve streamlined the process so you can have this bubbling masterpiece on your table without needing to dedicate your entire day to it. Plus, it’s incredibly budget-friendly. All the ingredients are easily found at your local grocery store, and when you compare the cost to buying it out, this is a total lifesaver for your wallet. And versatility? Oh yeah! This is perfect as a main dish, a side dish, or even a decadent brunch offering. It’s the kind of dish that feels adaptable to whatever you’re craving. What I love most about this is that it’s a recipe I can always count on. It’s a guaranteed crowd-pleaser, a dish that brings smiles to faces every single time. It’s like my secret weapon for those days when I need a little extra comfort and cheer.
How do I make Panera Macaroni Cheese?
Quick Overview
Making this Panera Macaroni Cheese is all about building that incredible sauce and then letting the oven work its magic. We’ll start by making a classic béchamel base, then whisking in a blend of cheeses until it’s impossibly smooth and creamy. The pasta gets coated in this luscious sauce, then it’s all poured into a baking dish and baked until it’s bubbly and golden brown on top. It’s really that simple! The key is using good quality ingredients and not rushing the cheese sauce part. Trust me, the little bit of extra attention there pays off tenfold in the final taste and texture.
Ingredients
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1 pound elbow macaroni or other small pasta shape
1/2 cup unsalted butter
1/2 cup all-purpose flour
4 cups whole milk, warmed slightly
1 teaspoon salt, plus more for pasta water
1/2 teaspoon Black Pepper
1/4 teaspoon nutmeg (optional, but I love it!)
4 cups shredded sharp cheddar cheese
2 cups shredded Gruyère cheese (or Monterey Jack for a milder flavor)
For the Optional Crispy Topping (if you like that extra crunch!):
1/2 cup panko breadcrumbs
2 tablespoons melted unsalted butter
Step-by-Step Instructions
Step 1: Preheat & Prep Pan
First things first, let’s get our oven preheated to 375°F (190°C). While that’s warming up, lightly butter or grease a 9×13 inch baking dish. This prevents any sticking and makes for easier cleanup later, which we all appreciate, right?
Step 2: Cook the Pasta
Now, bring a large pot of generously salted water to a rolling boil. Add your elbow macaroni and cook it according to package directions, but here’s my little secret: I always undercook it by about 1-2 minutes. It’s going to finish cooking in the oven, and we don’t want it to get mushy. Drain the pasta really well and set it aside. Don’t rinse it!
Step 3: Make the Cheese Sauce Base
In a large saucepan or Dutch oven over medium heat, melt the butter. Once it’s melted and shimmering, whisk in the flour. Cook this mixture, whisking constantly, for about 1-2 minutes. This is called a roux, and it’s the magical thickening agent for our sauce. We want to cook out that raw flour taste, but be careful not to let it brown too much – we’re aiming for a pale blonde color here.
Step 4: Gradually Add Milk
Now, slowly, and I mean *slowly*, start whisking in the warmed milk, about a half cup at a time. Keep whisking continuously to prevent lumps. Once all the milk is incorporated and the sauce is starting to thicken and look smooth, let it simmer gently for about 5-7 minutes, stirring often. It should be thick enough to coat the back of a spoon. This is our béchamel sauce, the foundation of all good cheese sauces.
Step 5: Stir in the Cheeses
Remove the saucepan from the heat. Now for the best part! Add in your salt, pepper, and nutmeg (if using). Then, gradually add the shredded cheddar and Gruyère cheeses, a handful at a time, stirring until each addition is completely melted and smooth before adding the next. Keep stirring until you have the most luscious, glossy, perfect cheese sauce you’ve ever seen. Taste it here and adjust seasoning if needed. It should be rich and intensely cheesy!
Step 6: Combine Pasta and Sauce
Add the drained, slightly undercooked pasta directly into the pot with the cheese sauce. Gently stir to coat every single noodle evenly. Make sure every piece of pasta is swimming in that glorious cheese sauce. This is where the magic really starts to happen.
Step 7: Bake the Macaroni Cheese
Pour the Cheesy Pasta mixture into your prepared baking dish and spread it out evenly. If you’re using the panko topping, mix the panko breadcrumbs with the melted butter in a small bowl, then sprinkle this mixture evenly over the top of the macaroni and cheese. Pop the dish into your preheated oven.
Step 8: Bake Until Golden and Bubbly
Bake for 20-25 minutes, or until the top is beautifully golden brown and the edges are bubbling. If you want an extra crispy top, you can pop it under the broiler for 1-2 minutes at the very end, but watch it like a hawk – it can burn fast! The smell that fills your kitchen at this stage is just incredible, I tell you.
Step 9: Rest and Serve
This is the hardest part: let it rest for about 5-10 minutes before serving. This allows the sauce to set up just a little bit, making it even creamier and easier to serve. Then, scoop generous portions into bowls. Enjoy every single cheesy, comforting bite!
What to Serve It With
This Panera Macaroni Cheese is so wonderfully versatile, it’s practically a meal in itself! But if you’re looking to round out a meal or serve it as a side, I have a few favorite pairings:
For Breakfast: This might sound a little indulgent, but a small portion of this mac and cheese alongside some crispy bacon or a perfectly poached egg is pure breakfast bliss. The richness of the cheese and the savory notes of the bacon are just divine. I like to serve it in smaller, ramekin-sized portions for a special weekend treat.
For Brunch: Elevate it! Serve a scoop alongside some fresh fruit salad, a light green salad with a vinaigrette, or perhaps some smoked salmon. It adds a comforting element to a more elegant spread. A mimosa or a sparkling cider pairs beautifully too!
As Dessert: Okay, hear me out! In some cultures, savory dishes are part of a dessert course. If you’re feeling adventurous, a tiny, exquisite portion after a lighter main can be a surprising treat. It’s certainly a conversation starter! Or, for a more relaxed vibe, it’s just pure comfort after dinner, no need for anything else.
For Cozy Snacks: This is its natural habitat! It’s the ultimate comfort food snack. I love serving it with some crusty bread for dipping, a simple side salad to balance the richness, or even some roasted broccoli. It’s hearty enough to be a satisfying light meal on its own, perfect for those evenings when you just want to curl up on the couch.
My kids always ask for this when we have chili, so it makes a fantastic, comforting side dish for that too. And honestly, on its own, with a big spoon? Pure perfection. It’s the dish that makes everyone feel loved and cared for, no matter the occasion.
Top Tips for Perfecting Your Panera Macaroni Cheese
I’ve made this Panera Macaroni Cheese more times than I can count, and over the years, I’ve picked up a few tricks that I think make all the difference. Here are my top tips to ensure yours turns out absolutely perfect every single time:
Pasta Prep: As I mentioned, I always undercook the pasta by a minute or two. It’s crucial because it finishes cooking in the oven. If you cook it perfectly al dente on the stovetop, it will be mushy by the time it comes out of the oven. Also, don’t skip salting the pasta water generously! It seasons the pasta from the inside out, which is essential for overall flavor.
Making the Roux: The key to a smooth cheese sauce is a well-made roux. Whisk constantly when you add the flour to the butter, and let it cook for a minute or two to get rid of that raw flour taste. Don’t rush this step! Also, make sure your milk is warm; adding cold milk to a hot roux can lead to lumps. I usually warm mine gently in the microwave for a minute or two.
Cheese Choices: While sharp cheddar is a must for that classic flavor, I find that adding a good melting cheese like Gruyère, Monterey Jack, or even a bit of fontina adds amazing creaminess and depth. Grate your own cheese from blocks! Pre-shredded cheese often contains anti-caking agents that can make your sauce a little less smooth. It’s worth the extra effort.
Sauce Consistency: When you remove the sauce from the heat and add the cheese, it should be thick enough to coat the back of a spoon, but not overly thick. If it seems too thick after you’ve melted all the cheese, you can always whisk in a little more warm milk until it reaches your desired consistency. If it seems too thin, let it simmer for a few more minutes on very low heat (without the cheese added yet!) to thicken.
Baking Time: The baking time is a guideline. Ovens can vary! You’re looking for a beautiful golden-brown crust and bubbly edges. If yours isn’t browning nicely and it’s already hot and bubbly, don’t be afraid to pop it under the broiler for a minute or two. Just watch it very carefully – broilers are powerful!
Don’t Skip the Rest: I know it’s tempting to dive right in, but letting the Panera Macaroni Cheese rest for those 5-10 minutes after baking makes a huge difference in texture. It allows the sauce to thicken slightly and the flavors to meld, resulting in a creamier, more cohesive dish that’s easier to serve without it being too runny.
Flavor Boosts: Feel free to add a pinch of cayenne pepper or a dash of hot sauce to the cheese sauce for a little kick. A bit of Dijon mustard can also add a lovely tang that complements the cheese beautifully. I’ve even added a tablespoon of pesto once, and it was surprisingly delicious!
Storing and Reheating Tips
One of the best things about this Panera Macaroni Cheese is that it’s just as delicious leftover, which is a huge win in my book. Here’s how I like to store and reheat it to keep it tasting amazing:
Room Temperature: If you’ve served it and there are just a few modest leftovers, you can actually leave it out at room temperature for about two hours before it needs to be refrigerated. Just cover it loosely with foil or plastic wrap once it’s cooled down a bit.
Refrigerator Storage: Once cooled, transfer any leftovers to an airtight container. It will stay wonderfully creamy and cheesy in the refrigerator for about 3-4 days. I often make a double batch specifically for leftovers because it’s so convenient to have on hand for quick lunches or dinners later in the week. Ensure it’s well covered to prevent it from drying out.
Freezer Instructions: Yes, you can absolutely freeze this! For best results, I like to freeze it *before* baking. Let the assembled (but unbaked) macaroni and cheese cool completely. Then, cover it tightly with plastic wrap and then a layer of aluminum foil. You can freeze it for up to 2-3 months. When you’re ready to bake it, thaw it in the refrigerator overnight, then bake as directed, adding a few extra minutes to the baking time.
Reheating Leftovers: My favorite way to reheat is in the oven or a toaster oven. Transfer a portion to an oven-safe dish, cover it with foil, and reheat at around 300°F (150°C) for 15-20 minutes, or until heated through. If it seems a little dry, you can stir in a splash of milk or cream before reheating. For a quick microwave reheat, use a microwave-safe dish, cover it, and heat in 30-second intervals, stirring in between, until warmed through. It might not have that perfectly crispy top like the oven method, but it’s still incredibly delicious!
Glaze Timing Advice: If you’re making this recipe with a glaze component (which I don’t typically do for a straight Panera style, but if you were), it’s usually best to add it *after* reheating to maintain its texture and flavor.
Frequently Asked Questions
Final Thoughts
There you have it, my friends! My absolute favorite way to get that incredible Panera Macaroni Cheese fix right in my own kitchen. It’s a recipe that truly feels like home, one that I know you’ll love just as much as my family does. It’s proof that you don’t need to be a gourmet chef to create something truly spectacular and comforting. The creamy, dreamy cheese sauce, the perfectly cooked pasta, that lovely golden crust – it all comes together to create a dish that’s pure happiness in a bowl. It’s a lifesaver on busy nights and a guaranteed hit for any gathering. If you love this recipe, you might also want to check out my recipes for [link to another comfort food recipe, e.g., Classic Creamy Tomato Soup] which is its perfect partner, or my [link to a similar cheese dish, e.g., Ultimate Baked Ziti] for another cheesy delight. I can’t wait to hear how yours turns out! Please, please leave a comment below and tell me your thoughts, any fun twists you added, or how quickly it disappeared. Happy baking, and more importantly, happy eating!

Panera Macaroni Cheese
Ingredients
Main Ingredients
- 16 oz Elbow macaroni
- 4 cups Milk
- 0.5 cup Butter
- 0.5 cup All-purpose flour
- 8 oz Sharp cheddar cheese, shredded
- 8 oz White cheddar cheese, shredded
- 0.5 tsp Salt
- 0.25 tsp Black pepper
Instructions
Preparation Steps
- Cook macaroni according to package directions. Drain and set aside.
- In a saucepan, melt butter over medium heat. Whisk in flour and cook for 1 minute.
- Gradually whisk in milk until smooth. Bring to a simmer, stirring constantly.
- Reduce heat to low. Add cheddar cheeses, salt, and pepper. Stir until cheese is melted and sauce is smooth.
- Add cooked macaroni to the cheese sauce and stir to combine.
- Serve immediately and enjoy!





