If you’ve ever craved that ultra-creamy Panera-style mac and cheese at home, this recipe hits the spot. It’s rich, smooth, and cheesy with a comforting, velvety sauce that clings to every noodle. No special equipment, no hard-to-find ingredients—just simple steps that deliver a big payoff.
Whether you’re cooking for picky eaters or feeding a crowd, this bowl of goodness rarely leaves leftovers. Make it on a weeknight, bring it to a potluck, or pair it with a crisp salad for an easy win.
What Makes This Recipe So Good
- Ultra-creamy texture: The sauce is silky and rich, thanks to a classic butter-and-flour roux plus whole milk and a touch of cream.
- Balanced flavor: A mix of sharp white cheddar and a little American cheese gives that signature Panera taste—tangy, smooth, and not grainy.
- Fast and simple: From boiling water to serving, you can have dinner on the table in about 30 minutes.
- Kid-friendly and grown-up approved: It’s familiar comfort food with just enough depth to keep adults happy.
- Great for leftovers: It reheats nicely with a splash of milk, so tomorrow’s lunch is sorted.
What You’ll Need
- Elbow macaroni: 12 ounces (or shells/cavatappi if you like more sauce pockets).
- Unsalted butter: 4 tablespoons.
- All-purpose flour: 1/4 cup, to make the roux.
- Whole milk: 2 cups, for creaminess.
- Heavy cream: 1 cup, to get that extra-silky sauce.
- White cheddar cheese (sharp): 8 ounces, freshly grated.
- White American cheese: 4 ounces, chopped or torn (deli-sliced is fine).
- Dijon mustard: 1 teaspoon, for brightness (optional but recommended).
- Hot sauce: 1/2 teaspoon, for depth (won’t make it spicy; optional).
- Kosher salt and black pepper: To taste.
- Garlic powder: 1/2 teaspoon (optional).
How to Make It
- Boil the pasta: Bring a large pot of salted water to a boil. Cook macaroni until just shy of al dente, 1–2 minutes less than package directions.
Reserve 1/2 cup pasta water, then drain.
- Start the roux: In a wide saucepan or Dutch oven, melt the butter over medium heat. Sprinkle in the flour and whisk constantly for 1–2 minutes until smooth and slightly foamy, but not browned.
- Add dairy slowly: Gradually whisk in the milk, then the cream. Keep whisking to prevent lumps.
Simmer gently for 3–5 minutes until the sauce thickens enough to coat the back of a spoon.
- Season the base: Stir in Dijon, hot sauce, and garlic powder if using. Add a pinch of salt and a few grinds of black pepper. Taste and adjust seasoning.
- Melt the cheeses: Reduce heat to low.
Add white cheddar and American cheese in small handfuls, whisking until fully melted and smooth before adding more. Don’t let it boil.
- Combine with pasta: Add the drained pasta and fold gently to coat. If the sauce seems thick, loosen with a splash of reserved pasta water or a bit more milk until creamy.
- Final seasoning: Taste and add more salt and pepper as needed.
Serve warm and silky.
Keeping It Fresh
- Storage: Cool completely, then refrigerate in an airtight container for up to 4 days.
- Reheating: Warm gently on the stove over low heat with a splash of milk to revive the creaminess. Stir often to avoid sticking.
- Freezing: Not ideal for peak texture, but can be frozen up to 2 months. Thaw in the fridge and reheat with extra milk and patience.
- Make-ahead: Cook the pasta 1–2 minutes under al dente and keep the sauce separate.
Combine and reheat with milk right before serving.
Why This is Good for You
- Simple, real ingredients: Butter, milk, and cheese—no mystery powders or processed sauces.
- Customizable portions: You control serving size, salt, and richness based on your needs.
- Comfort factor: A satisfying dish that can help round out a balanced meal when paired with veggies or protein.
- Flexibility: Add whole-grain pasta, steamed broccoli, or peas for fiber and nutrients without losing the comfort-food feel.
Common Mistakes to Avoid
- Overcooking the pasta: It will keep softening in the sauce. Pull it early for the best bite.
- Boiling the cheese sauce: High heat can make cheese seize and turn grainy. Keep it low and slow when melting.
- Using pre-shredded cheese: It often contains anti-caking agents that prevent smooth melting.
Freshly grate for best results.
- Skipping seasoning: Cheese is salty, but the sauce still needs a balanced hit of salt, pepper, and acidity (Dijon helps).
- Too much flour taste: Cook the roux for at least a minute to remove raw flour flavor before adding milk.
Recipe Variations
- Broccoli Cheddar: Fold in steamed broccoli florets and a dash more Dijon for a Panera-esque twist.
- Bacon Crunch: Add crisp bacon bits and top with buttered panko toasted in a skillet for texture.
- Chicken Ranch: Stir in cooked, shredded chicken and a tablespoon of ranch seasoning for a creamy, savory upgrade.
- Spicy Buffalo: Drizzle buffalo sauce into the cheese and finish with blue cheese crumbles and scallions.
- Smoky Gouda Blend: Swap 1/3 of the cheddar for smoked gouda to add depth without overwhelming the dish.
- Lighter Version: Use 2% milk and reduce cream to 1/2 cup. Add a little extra American cheese to keep it silky.
- Gluten-Free: Use gluten-free pasta and replace flour with a gluten-free all-purpose blend or a cornstarch slurry.
FAQ
Can I use regular cheddar instead of white cheddar?
Yes. Yellow sharp cheddar works fine and won’t change the flavor much.
The color will be more golden, but the taste will still be rich and cheesy.
What can I substitute for American cheese?
Use Monterey Jack or a bit of cream cheese for smoothness. American melts best, but these options keep the sauce creamy.
How do I avoid a grainy sauce?
Keep the heat low when adding cheese, and add it gradually. Use freshly grated cheese and don’t let the sauce boil after the cheese goes in.
Can I make this ahead for a party?
Yes.
Slightly undercook the pasta, keep the sauce separate, and combine with a splash of milk before serving. Hold over low heat and stir often.
Is there a way to add veggies without changing the flavor too much?
Stir in peas, finely chopped spinach, or steamed broccoli. They blend well with the sauce and add color and nutrients.
What if the sauce gets too thick?
Whisk in warm milk or a bit of reserved pasta water until it loosens to your liking.
Season again if needed.
Can I bake this mac and cheese?
You can, but it changes the texture. For a baked version, top with buttered breadcrumbs and bake at 350°F for 15–20 minutes until lightly golden.
Final Thoughts
This Paneras Mac Cheese delivers everything you want from a cozy bowl of pasta: creamy sauce, bold cheesy flavor, and simple steps that anyone can follow. It’s easy to tweak, great for leftovers, and dependable for weeknights or gatherings.
Keep the heat gentle, grate your own cheese, and pull the pasta early—those three habits guarantee a silky, satisfying result every time. Serve it as a main with a salad or as a comforting side, and enjoy that familiar, restaurant-quality taste at home.