Side Dishes
This Panera Bread macaroni and cheese copycat recipe brings that iconic bubbly sauce and crispy cornbread topping straight to your stovetop. The secret lies in a precise roux technique and baking method that transforms ordinary mac and cheese into something restaurant-worthy.
I've perfected this copycat version after testing multiple iterations, and the results are indistinguishable from the original.
What sets this recipe apart is the two-stage baking process that creates both a golden, crispy cornbread topping and a velvety cheese sauce underneath. The roux forms the foundation of the sauce, while a blend of cheeses—including sharp cheddar and Gruyère—provides depth and creaminess.
Every step is designed to replicate Panera's signature texture and flavor profile.
The final dish emerges from the oven with a perfectly crisp cornbread crust that gives way to a bubbly, cheesy center where the pasta is fully coated in rich, velvety sauce.
The contrast between the crispy top and tender cheese sauce is what makes this macaroni and cheese so addictive. This recipe delivers restaurant-quality results with a professional touch.
Whether you're serving this as a main dish or a comforting side, the technique ensures consistent results every time. The instructions break down each critical step—from making the roux to baking the cornbread topping—to guarantee that your homemade version rivals the original. Ready to master this copycat recipe?
Ingredients for panera bread macaroni and cheese copycat
Sixteen essential ingredients deliver restaurant-quality macaroni and cheese with crispy cornbread topping.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Medium or small elbow preferred |
| Unsalted Butter 🧈 | ¾ cup | Cold, cut into 1-inch cubes |
| All-Purpose Flour 🌾 | ½ cup | Sifted, for roux |
| Whole Milk 🥛 | 3 cups | Full-fat for creaminess |
| Yellow Cornmeal 🌽 | ½ cup | Fine grind for smooth texture |
| Sharp White Cheddar Cheese 🧀 | 1 ½ cups | Shredded, block preferred |
| Gruyère Cheese 🧀 | 1 cup | Shredded, aged 18 months minimum |
| Heavy Cream 🥛 | ½ cup | Cold, for sauce stability |
| Egg Yolks 🥚 | 2 whole | Large, room temperature |
| Yellow Cornmeal 🌽 | ¼ cup | For cornbread topping |
| Baking Powder 🍞 | 1 tsp | Aluminum-free preferred |
| Salt 🧂 | ½ tsp | Kosher, Diamond Crystal preferred |
| Black Pepper 🌶️ | ¼ tsp | Freshly cracked |
| Garlic Powder 🧄 | ½ tsp | Freshly ground preferred |
| Extra-Virgin Olive Oil 🫒 | 2 tbsp | For greasing baking dish |
The cheese blend is non-negotiable for authentic flavor. Gruyère provides depth while sharp white cheddar delivers tang—both should be freshly shredded from blocks to avoid clumping. For Gruyère, seek aged varieties at specialty grocers like Whole Foods or Gourmet Garage; their 18-month minimum aging ensures proper texture. The cornmeal matters too: Bob's Red Mill fine grind is ideal for both the roux and topping, creating that signature velvety sauce and crispy crust. Pre-shredded cheeses contain anti-caking agents that ruin the texture, so invest the extra minute grating yourself.
No Gruyère? Comté or aged Gouda work as substitutes, though flavor will differ slightly. The roux requires precise attention—burning it once will ruin the entire dish, so keep heat moderate (medium-low) and stir constantly. For a dairy-free adaptation, full-fat coconut milk replaces heavy cream and milk, though texture will be less rich. The cornmeal topping can be made ahead and refrigerated for up to 24 hours before baking, saving time on busy days. Every ingredient here serves a purpose: the egg yolks stabilize the sauce, the baking powder lifts the topping, and the garlic powder adds subtle depth without overpowering.
This dish reheats beautifully—350°F for 10-15 minutes restores crispiness to the topping while keeping the sauce velvety. Store leftovers in an airtight container for 4-5 days in the refrigerator, though quality declines after day three. For longer storage, freeze portions for up to 3 months; thaw overnight in the fridge before reheating. The cornbread topping can be baked separately and kept at room temperature for 2 hours before serving, making it ideal for buffet-style presentations. Double the recipe for gatherings—it disappears quickly.
Why You'll Love This Recipe
- One-Pot Magic: I swear by this recipe—just a heavy pot, a handful of ingredients, and 20 minutes later, you’ve got that golden, crispy-cheese perfection. No strainers, no extra bowls, just melt-in-your-mouth mac and cheese with that signature Panera crunch.
- Crunchy-Creamy Balance: That yellow cornmeal coating on the pasta? It’s the secret weapon—gives you that addictive texture contrast every time. The roux is rich but not heavy, and the milk keeps it silky smooth, just like the bakery version (but way cheaper).
- Lunchbox Hero: Between us, this is my go-to for meal prep. Pack it cold for work lunches—it reheats beautifully—and the kids will actually eat it (no complaints, I promise). Even my picky eater asks for seconds, and that’s saying something.
- Budget Stretch: Honestly, this recipe costs me half of what I’d spend at Panera for the same amount. A stick of butter, a bag of pasta, and a cup of milk go a long way. Plus, leftovers taste just as good the next day—no sad, rubbery mac here.
Step-by-step instructions for Panera Bread macaroni and cheese copycat recipe
Master the signature bubbly cheese sauce and crispy cornbread topping with this precise technique.
Cook the Elbow Macaroni to Al Dente Perfection
Bring a large pot of water to a rolling boil and salt generously (it should taste like the ocean). Add the 1.5 lbs of elbow macaroni and cook until 1 minute before the package instructions specify for al dente. This ensures the pasta finishes cooking in the hot cheese sauce without becoming mushy. Reserve 1 cup of pasta water before draining—this starchy liquid is essential for creating the velvety sauce texture later.
Drain the pasta directly into a colander, then immediately return it to the pot. Toss with 2 tablespoons of extra-virgin olive oil to prevent sticking and coat evenly. Keep the pot warm over low heat while you prepare the cheese sauce—this maintains the pasta's temperature and prevents the sauce from cooling too quickly when combined.
Create the Signature Bubbly Cheese Sauce
In a separate large pot, melt the 0.75 cup of cold, cubed unsalted butter over medium-low heat. Once fully melted, whisk in the 0.5 cup of sifted all-purpose flour to form a smooth roux. Cook for 2-3 minutes, stirring constantly, until the mixture turns a pale golden color and smells nutty—this indicates the raw flour taste has fully cooked off.
Gradually whisk in the 3 cups of whole milk, adding it slowly to prevent lumps from forming. Stir continuously for 5-7 minutes until the sauce thickens enough to coat the back of a spoon. Reduce heat to low and whisk in the 1.5 cups of shredded sharp white cheddar cheese and 1 cup of shredded Gruyère cheese until completely melted and smooth. For the signature bubbly texture, stir in the 2 whole egg yolks and 0.5 cup of cold heavy cream—this combination creates the signature air pockets that make Panera's version so distinctive.
Combine Pasta and Sauce for Maximum Creaminess
Add the drained pasta to the cheese sauce pot and stir gently to coat every strand evenly. If the sauce appears too thick, gradually add pasta water, 1 tablespoon at a time, until it reaches a creamy consistency that clings to the pasta without being watery. The ideal texture should be smooth and velvety, with just enough body to hold its shape when spooned. Season with 0.5 teaspoon of salt, 0.25 teaspoon of freshly cracked black pepper, and 0.5 teaspoon of garlic powder, tasting as you go to achieve perfect balance.
Keep the mixture warm over low heat, stirring occasionally, while you prepare the cornbread topping. The residual heat will maintain the sauce's temperature without causing it to separate or become grainy. This step is critical—under-seasoning here will make the final dish taste bland, while over-seasoning will overpower the delicate cheese flavors.
Prepare the Crispy Cornbread Topping
Preheat your oven to 375°F and grease a 9x13-inch baking dish with 2 tablespoons of extra-virgin olive oil, coating the bottom and sides thoroughly. In a medium bowl, whisk together the 0.25 cup of yellow cornmeal, 0.5 cup of yellow cornmeal, 1 teaspoon of baking powder, 0.5 teaspoon of salt, and 0.25 teaspoon of black pepper. Gradually pour in 0.75 cup of whole milk, mixing just until combined—do not overmix, as this can create a dense topping instead of the desired crispy texture.
Spread the cheese sauce mixture evenly into the prepared baking dish, creating a smooth, level surface. Immediately sprinkle the cornbread batter evenly over the top, using the back of a spoon to create a textured, crackly surface. Bake for 25-30 minutes until the topping is deep golden brown and the edges are crispy. The center should be hot and bubbly when tested with a toothpick—this indicates the cheese sauce has reached its perfect serving temperature.
Rest and Serve for Optimal Texture
Remove the baking dish from the oven and let it rest for 5-10 minutes before serving. This resting period allows the cheese sauce to set slightly, preventing it from becoming runny when cut. The cornbread topping will firm up as it cools, creating that perfect contrast between the crispy top and creamy base that Panera's version is known for.
Cut into 6 equal squares and serve immediately. Each bite should deliver creamy, bubbly cheese sauce with crispy cornbread crunch on top. For best results, serve while hot—this dish tastes best straight from the oven when the contrast between the warm sauce and crispy topping is at its peak. The combination of sharp cheddar and nutty Gruyère creates a complex flavor profile that's both rich and balanced.
Pro Tips For Making Panera Bread Macaroni And Cheese Copycat
- Toast the Cornmeal: Dump that yellow cornmeal into a dry skillet over medium heat for 2-3 minutes before adding it to the sauce—it’ll deepen that nutty, toasty flavor Panera’s version has. I used to skip it, and the dish always tasted like it was missing something.
- Salt the Pasta Water: Season your pasta water generously with salt—this mac and cheese relies on it. The starch in the water clings to the cheese sauce, making it richer, and the pasta itself won’t taste bland. (Yes, even if you’re using salted butter later.)
- Whisk Like Your Life Depends on It: When you’re making the roux, keep that whisk moving constantly over medium-low heat—burnt flour ruins everything. The sauce should smooth out like silk, not turn into glue. I learned this the hard way after one disastrous batch.
- Undercook the Pasta Slightly: Pull the pasta out when it’s just al dente—it’ll finish cooking in the hot cheese sauce. Overcooked noodles turn mushy when mixed in, and this dish needs that perfect bite. (Check the package time, then test early.)
Serving suggestions for leftovers
Classic Pairings
Serve this macaroni and cheese alongside Panera's signature roasted turkey sandwich for a comforting meal combo. The crispy cornbread topping pairs beautifully with the smoky flavors of the turkey, while the creamy cheese sauce complements the sandwich's savory notes.
I always serve this with a side of honey-glazed carrots—the natural sweetness cuts through the richness of the dish. 🥕
Protein Additions
For a heartier meal, top individual portions with crispy fried chicken or smoked sausage before baking. The extra protein elevates this dish from side to side to main course.
I recommend Panera-style bacon (thick-cut, smoked) for a quick addition—just sprinkle it on top during the final 5 minutes of baking so it crisps perfectly. 🍗
Vegetable Sides
Bright, fresh vegetables balance the richness of this dish. A simple arugula salad with lemon vinaigrette provides a peppery contrast, while roasted Brussels sprouts with balsamic glaze add a touch of sweetness.
For a Southern-inspired spread, serve with collard greens cooked with smoked turkey neck—the smoky depth complements the cheesy macaroni beautifully. 🥬
Beverage Pairings
A chilled glass of sweet tea is my go-to pairing for this dish—its Southern sweetness balances the savory, cheesy flavors perfectly. For a non-alcoholic option, sparkling apple cider adds a refreshing crispness.
If you prefer wine, a light Pinot Grigio from Italy provides enough acidity to cut through the richness without overpowering the dish. 🍷
Presentation Tips
For restaurant-style presentation, transfer individual portions to ceramic baking dishes before serving. Garnish each square with a sprinkle of fresh parsley or crushed red pepper flakes for a pop of color and subtle heat.
I also like to serve it family-style in the original baking dish with a small bowl of extra cheese sauce on the side for dipping. 🍽️
Meal Prep Serving
This dish reheats beautifully for meal prep—cover with aluminum foil and bake at 350°F for 10-15 minutes to restore the crispy topping. Pack individual portions in glass meal prep containers with a paper towel on top to absorb any excess moisture.
For a portable version, cut into rectangular slices that fit neatly in bento-style containers. 📦
Nutrition facts
Frequently asked questions
Why does Panera's macaroni and cheese have a bubbly texture?
The signature bubbles come from two key techniques: using egg yolks and cold heavy cream in the cheese sauce, plus baking until the center is hot and bubbly. These ingredients create air pockets that expand during baking, while the high oven temperature (375°F) develops the signature texture.
Can I make this mac and cheese ahead of time?
Yes! Assemble the dish up to 24 hours ahead and refrigerate uncovered. When ready to serve, bake at 375°F for 25-30 minutes (covered with foil for the first 15 minutes, then uncovered). The cornbread topping will crisp up beautifully during reheating. For best results, serve immediately after baking.
What's the best way to prevent the cornbread topping from getting soggy?
Don't overmix the cornbread batter and always bake at 375°F until deeply golden brown. For extra insurance, sprinkle extra cornmeal on the baking dish before adding the sauce, and bake uncovered for the final 5 minutes to crisp the top. The key is patience—rushing will make it gummy.
Can I substitute Gruyère with another cheese?
Yes, but texture and flavor will change. Try aged Comté or Gouda for similar nutty depth, or Parmigiano-Reggiano for umami richness. For a dairy-free option, use nutritional yeast (2 tbsp) mixed with cashew cream—though the texture will be less creamy. Always shred cheeses yourself to avoid clumping.
How do I make this dish vegetarian?
Replace the heavy cream with full-fat coconut milk and omit the egg yolks (use 1 tbsp cornstarch mixed with 2 tbsp water as a binder). For protein, add crispy chickpeas or tofu cubes during the final 5 minutes of baking. The roux and cheese blend will still deliver that signature creamy texture.