Copycat Panera Mac and Cheese (one pan!)

This copycat Panera Mac and Cheese tastes just like the stuff you buy in the famous bakery but is easy to make at home and only requires one pan! 

Copycat Panera Mac and Cheese on


So, let’s just start this by saying that our Panera Bread has a drive-thru.

It’s bad for my wallet. I don’t like fast-food, but I like food to be fast. Especially with two kids and there is NO way I’m getting out of the car with both kids to grab food. Forget that, I’d rather go home.

So Panera’s drive-thru is both the answer to my prayers and a huge nightmare. But it’s mostly a good thing.

And their mac and cheese! Oh my, their mac and cheese. It is soooo good. Ultra creamy and so amazingly delicious. I usually order it for E but I always snag a bite or two before giving it to her. Don’t tell!

Copycat Panera Mac and Cheese -- made in one pan only! On

Clearly, this had to be the first recipe of Mac & Cheese Mania!  If you’re thinking “HUH? What is Mac and Cheese Mania?” then you need to read this post.  There are an obnoxious amount of details there but most importantly, read about how you can be entered to win some really amazing prizes. Brandy of Nutmeg Nanny is co-hosting the event with me. She’s kicking it off with this amazing Pulled Pork Macaroni and Cheese (talk about the best of two worlds!).

Mac and Cheese Mania

What makes this recipe great is not only the fact that it is creamy and amazing just like the stuff you get at Panera, but this mac and cheese is made in one pan and one pan only. It cooks in the milk for a super creamy and thick texture.

Copycat Panera Mac and Cheese -- made in one pan only! On

You’ll want to use a really good, high quality white cheddar for this macaroni and cheese. And in my opinion, the sharper the better. And keep stirring. The whole time. It’s important to keep the pasta from sticking together.

Copycat Panera Mac and Cheese -- made in one pan only! On

Save yourself some money and enjoy this copycat Panera mac and cheese at home!


Copycat Panera Mac and Cheese (one pan!)

Copycat Panera Mac and Cheese (one pan!)

Yield: 3-4 servings
Prep Time: 5 minutes
Cook Time: 25 minutes
Total Time: 30 minutes
This copycat Panera Mac and Cheese tastes just like the stuff you buy in the famous bakery but is easy to make at home and only requires one pan!


  • 2 cups uncooked medium shell pasta
  • 2 and 1/2 cups whole milk (MUST be WHOLE milk for this recipe to work)
  • 1/2 teaspoon salt
  • 1/4 teaspoon dijon mustard
  • 1 tablespoon butter
  • 1 cup freshly grated extra sharp white cheddar (4 ounces) - do not use pre-grated


  1. Rinse uncooked pasta under cold water.
  2. In a medium saucepan over medium-high heat, combine milk, pasta, salt, mustard and butter. Stir frequently and bring to a simmer. Reduce to low. Stir frequently (almost continually) for 15-20 minutes while pasta cooks and milk is absorbed. Remove from heat, stir in cheese and cover for 5 minutes. Enjoy immediately (not good reheated — gets grainy).


  • Using store-bought grated cheese instead of freshly grated cheese could cause this recipe to fail because of the additives (anti-clumping agents) in grated cheese.
  • Using milk that has a lower fat percentage than whole milk will also likely cause this recipe to fail and the milk to curdle.

Nutrition Information:
Yield: 4 Serving Size: 1
Amount Per Serving: Calories: 302 Total Fat: 17g Saturated Fat: 9g Trans Fat: 0g Unsaturated Fat: 5g Cholesterol: 47mg Sodium: 536mg Carbohydrates: 24g Fiber: 1g Sugar: 5g Protein: 13g sometimes provides nutritional information, but these figures should be considered estimates, as they are not calculated by a registered dietician. Please consult a medical professional for any specific nutrition, diet, or allergy advice.

Verdict: We all loved this copycat!
Changes I would make: None are necessary.
Difficulty: Easy.

Make sure to head over to Mac and Cheese Mania to get inspired by all our great blogger friends who are helping us kick off this event.  

When you make a recipe from my site tag it with #RachelCooks!
I love to see what you're creating!


  1. A job where you get to try cheese? So lucky! I tried Cabot a few weeks ago and loved it! This looks delicious and I know it would go over well with the family!

    Rating: 5
  2. This recipe is, unfortunately, sort of awful. When I taste this completed dish I can taste what it was supposed to taste like conceptually but it would be SO much better with separately cooked pasta in well-salted water. It’s not worth not dirtying another pot to do so. Even after rinsing the shells thoroughly the residual starch both on the outside of the pasta and inside it is released into the milk/butter mixture creating a quickly thickening bechamel sauce that’s nigh impossible to properly cook pasta in. I decided to try this on a whim and it was close to the thirty minute mark of stirring that both my tiring stirring arm and I lamented not having just driven the ten minutes to Panera. The seasoning is on point, though it should probably need a little more salt and pepper to taste by the end. Keep the sauce, boil the pasta like normal. Or just go to panera bread, I guess.

    Rating: 1
  3. I want to do this with a whole pound of past so do I just double the recipe?

  4. Tried this and was disappointed. At the 15 min mark of cooking the pasta was nowhere near done and even at 20 min the pasta was still to tough. The final outcome was rather party, bland and tasteless and even though I took care not to over heat the milk I found it to have a slight sour undertone not connected to the sharp cheddar flavor which was nonexistent.Any advice on portion changes or increasing flavor would be appreciated.

    Rating: 1
    • How low did you have your heat? It’s kinda of a dance to find the perfect heat, but the pasta should cook in the time as outlined in the recipe. What type of pasta did you use? Did you use pre-shredded cheese? This recipe is a little temperamental, but it is delicious!

  5. So you don’t boil the pasta in water ? You put it with ingredients uncooked ? I cooked it first and think I messed up! Oops.

  6. What brand of sharp cheddar cheese do you use? I tried an artisan cheese recently, and it was too much.

  7. does NOT taste like Panera at all! My boyfriend and I cook all the time and we were so excited to find this recipe, we followed it exactly but it’s just your ordinary homemade Mac ): 

    Rating: 1
  8. I must have did something wrong. My milk curdled. :( why does my milk always curdle when I try to do a creamy mac and cheese!? Ugh. I’ll try it again next time, very discouraged at the moment. Yours looks so creamy!! 

    Rating: 3.5
    • Milk and heat can be such a temperamental combination! It works best with higher fat percentage, I’d recommend 2% or whole. It’s definitely tricky! Next time don’t put the heat so high and keep stirring! :)

  9. This was excellent, …. AFTER I used Wisconsin White Cheddar (Cabot’s), and I also added some roughly chopped Portobello mushrooms.

  10. I love this pasta at Panera and can’t wait to try and recreate it! Question, could you cook the noodles first then make the sauce in another pan and combine them or should they all be cooked together? Thanks!

  11. also, let me add Rachel, thatIi will try this again. It has true potential. Maybe my magical mac-and-cheese making powers are off. If I trying maybe some day my dreams will come true. Might I also add that I think the sauce needs another cheese, to really heighten the flavor. Au revoir my friend!!!!

  12. As I scrolled through the endless copy-cat recipes, I was dazzled when I gazed upon this recipe. Hope sliced through my body as I printed this recipe out. If this worked I would finally become a superhero. Imagine the endless crowds of civilians  lining up to taste my decadent mac-and-cheese. I would be the talk of the crowd, the ones the kids whisperd about at school. I blissfully printed out my masterpiece. Eagerly I took out the ingredients,” How could this go wrong?’ I asked myself. I washed the dry morsels of 99 cent shells and added my whole milk. Next came the dijon mustard (which I measured out perfectly) that slid ever so gently off my spoon. I sprinkled in the salt, which danced through the mixture, like a graceful ballerina. Now all I had to do was wait. Stirring ever so often, making sure my mixture wouldn’t stick. After 15 minutes of waiting the noodles still seemed andante, but with courage I trudged through this minor setback. Now at the 20 minute mark, my once creamy sauce, was a thick beige paste. What did I do wrong? All I did was follow the recipe! Sobbing silently, I tried to add some more milk, which looked good for a sheer moment, but then was whisked away like a fall breeze. The only thing I could do now was try. I added my cheese, then waited. The minutes felt like hours as I sat. Now opening up the pot, I plopped this creature of a dish , onto my plate. Slowly and carefully I bit down on my mac-and-cheese. It was gray and tasteless  To my dismay this whole endeavor turned out terrible. I will never get to live out my fantasies. 

  13. This looks so rich and creamy!  And who can say no to mac and cheese!

  14. NOTHING is better than this mac and cheese. I’m sure of it :)

    Rating: 5
  15. Love easy simple ingredients.

  16. I can fix that Pan Mac-N-Cheese addiction, it’s premade & all they do is warm it, imagine the salt content!!

  17. I had heard everyone rave about how good Panera Mac & cheese was but had never tried it myself. The nearest one is 2.5 hours away so one night I decided to find a copycat recipe. This one looked delicious so I decided to try it, and I was not disappointed! I fell in love immediately! Fast forward a couple weeks and I finally try Panera’s mac, and I find I actually like this recipe a lot more than I like theirs! I love making it, thank you!

  18. Help! I made this for a company potluck but I think I added too much mustard. It’s overwhelming. It’s currently in a crockpot in the break room. Can I melt down some extra cheese to mix in and even out the flavor? Do you think that would work??

  19. Any ideas how to convert to crockpot version?

    • No, I’m sorry! This recipe is slightly temperamental so I think putting it in the crockpot would cause it to fail. I am working on a different crockpot mac and cheese recipe though, so stay tuned!

  20. This may be an obvious answer but just want to double check before I try this out- when you say butter did you use salted or unsalted butter? Can’t wait to try this recipe- love love love Panera Mac and cheese but the closest one is 1.5 hours away :(

  21. My daughter has been craving this since she was hospitalized and had no appetite. Panera mac and cheese was what got her eating again…and again and again. Anyway, I can’t keep buying it at $5/cup. In doing a little shopping around for copycat recipes, I’ve found that most contain hot sauce and a little more dijon. This surprised me. Do you know anything about this? I’m thinking less dijon and no hot sauce for my 8 and 10 yr old sounds good.

    • Both hot sauce and dijon are only there to provide extra flavor, so you could absolutely leave them out and still get good results. :) However, they’re likely in such small amounts (at least it is in my recipe) that you (and she) wouldn’t even notice it. Hope your daughter is okay!

  22. I was finally ready to make this until I saw the note about reheating! Thank you so much for adding that because I wanted to bring it to a new mom. :)

    And I had to laugh at your comment about directions for beginners. :D People are crazy.

  23. Our Panera has a drive through too! I love it, and I steal bites from my son’s mac and cheese too, it’s so good! We’re getting a Noodles & Co soon too, I’ll have to check them out when they come to town.This turned out great, nice and creamy, though I had a half a block of Havarti I wanted to use up, so I subbed that in for the cheddar, it was divine!We did have a bit left over, and I found if you put it in a small pan, with a splash of milk (dependent on how much mac you have left) and heat it up while stirring, it returns to it’s smooth and creamy glory, no grainy texture!

    Rating: 5
  24. Just finished making and eating this and it was good! My six- and two-year olds both ate it up! It ended up being saucier than I expected (and very rich!) and I made it with regular orange cheddar cheese. I’d definitely make it again!

    Rating: 5
  25. I followed this recipe exactly and the taste and texture were off. This tasted nothing like Panera.

  26. Pingback: 27 Upgraded Mac ‘n’ Cheese To Satisfy Your Adult Taste Buds | SizzleInTheKitchen

  27. I was expecting this to take just like panera but the texture and flavor was off. The cheese sauce never with these ingredients in the correct way Panera’s does. Panera does not just use sharp cheddar, but I tried this exact recipe anyways and like I suspected, it did not taste like paneras. Wanted to like this recipe but just didn’t! I will still be on the search for Paneras.

  28. What is is about cheddar and dijon? It’s like magic.

  29. I must say that this is my “go to” quick mac and cheese recipe. You know, the one where my kids want mac and cheese, I want mac and cheese, but I really don’t feel like spending an hour making mac and cheese. This recipe is super easy and very creamy. I wonder if those that ended up with a “grainy” sauce may have used prepackaged shredded cheese? The stabilizers that are added to the bags to keep the cheese from clumping also bind the cheese while it’s melting, giving it a grainy texture in sauces.

    Rating: 5
  30. I’m not usually a big mac and cheese girl (please don’t revoke my food blogger card) but I LOVED this. I’ve made it several times now. I’m thinking that if someone has trouble with the results on this, perhaps they used the wrong cheese (because sharp and extra sharp are good, but artisan ridiculously sharp and Co-jack, for example, are kind of not so awesome in it.) I also find it interesting when folks assume it’s the fault of the recipe writer rather than some variable in their own kitchen or cooking. There are so many things that can go wrong in cooking. Why point fingers?

    Rating: 5
  31. I for one am very glad that you posted this recipe on Facebook because it looks AHMAYZING! okay it looks AMAZING but I wanted to give you the extra emphasis ;) I need to get me some of this, honey!

  32. I made this tonight and literally I would rather spend $25 dollars feeding my family of 3 at Panera than eat this again. Honey this tastes nothing like Paneras Mac and Cheese it was so gross and had zero flavor! My 1 year old wouldn’t even touch it and he loves Paneras. I would highly suggest you re-invent this recipe.

  33. Someone help me! I have no clue what I’m doing wrong. The first time my measurements were off. And…. I used spicy mustard I areas of dijorn. Not smart. This time I did it EXACT though. And it was good but texture of the source was a little grainy. I stirred pretty much the whole time. What could I be doing wrong?

  34. Doubled the recipe and this was delicious! All three children LOVED it (even the one who isn’t a fan of mac and cheese)! And everyone agreed it is even better than Panera! Note: if you use mild cheddar, it doesn’t get grainy when reheating. Thanks for this keeper recipe!

    Rating: 5
  35. Hats off to you Rachel!!!! I moved to Singapore 10 months ago and believe me when I tell you I had a sudden midnight craving fr panera Mac and cheese and knew nothing else would suffice… But it being late and all I didn’t wanna make a big fuss in the kitchen… Needless to say I’m currently sitting in my bed gleefully downing a bowl that takes me back to heavenly hungover brunches at panera:) this is BOMB just follow the recipe exactly y’all!

    Rating: 5
  36. I wish you would’ve specified if the pasta was supposed to be uncooked or cooked. It honestly would’ve made this recipe easier

    • If you followed the recipe, you would have started with uncooked pasta. I’m sorry that you found it unclear. I added in some additional directions to help beginners.

  37. Silly question… Half way through cooking this and the noodles still seem hard. Please do not tell me I was supposed to cook the noodles first?

  38. Don’t have heavy cream on hand can something be substituted?

  39. Can the recipe be doubled? Can 1 or 2 percent milk be substituted? I never have whole milk on hand.

    • The recipe can definitely be doubled but keep in mind that it is not good reheated or left over. I haven’t tried it with 1 or 2 percent milk but it should work! Might not be as creamy and thick though.

  40. What a fun mac and cheese event…great job!!! Your Panera version sounds awesome – and easy – I’m going to have to give it a try!

  41. THE DIJON! Your secret’s out, Panera. Or maybe it was never a secret and I was too lame to figure it out. Now I know their je ne sais quoi and I am so stuffing my face with this tonight! Can every week be mac and cheese week?!

  42. I am SO making this! It’s so unbelievably creamy looking.

    I just need a little mac & cheese detox first. I feel like I’ve been eating it every day for the last few weeks (I guess you know the feeling?! ;))

    Thanks again for organizing this!

  43. My son loves their Mac and cheese and I’d love to make this for his upcoming birthday party. Do you think I could make it in the morning and put it in a crockpot on warm for a few hours without sacrificing the taste?

  44. This looks absolutely amazing – so cheesy and creamy! Will be trying ASAP!

  45. Whaaaa your Panera has a drive-thru?! I would be dead, and very very fat. :) This looks JUST like their version!

  46. Okay, confession time…..would you believe I have never had Panera Mac n’Cheese? AND I love eating there. Well I believe I need to change this problem ASAP! Your recipe sounds wonderful, and looks delicious:-) Thank you for hosting this fabulous event, and thank you for letting me be a part of the fun! Hugs, Terra

  47. I’ve never had mac and cheese at Panera, but it is ALWAYS tempting when I look at the menu. I try to be all “healthy” with one of their salad and sandwich combos, but let’s be real – a lot of those aren’t that healthy anyway, so I may as well just give in an order the mac and cheese. Your version looks just divine. Love the little bit of dijon for a kick!

  48. When do you put the mustard in?

  49. I ADORE Panera’s mac! This has to happen like….yesterday. That’s how critical it is in my life right now.

  50. That looks delicious! I’ve never had paneras mac n’ cheese definitely need to give this a try now :)

    Happy Blogging!

  51. Definitely trying this!!! This looks so good!

  52. oh man- i love that mac & cheese. i always steal my husband’s :)

  53. That sounds delicious! Low calorie? I think I’m going to have to try it :)

  54. This mac & cheese looks amazing! I’ve never had it from Panera, but I’m sure this is much better.

  55. Super creamy mac & cheese AND a one pot meal…sold!

  56. My kids hate mac and cheese. I thought of disowning them… but then I’m reminded that just means I get the entire batch when I make it. Totally gonna have to make this (all for me!)

  57. Your Panera Bread has a drive-thru??? I would be a goner if that was the case. Love this Mac and Cheese – so crazy simple, and the melty cheese. I die. Thanks for hosting. You nailed it!

  58. Whoo-hoo!!! Love this Rachel! And thanks so much for putting this cheese-fest mania together!!!

  59. I LOVE Panera’s mac & cheese! I always snag a couple bites before giving it to my kids too! And drive-thru is the ONLY way to go, totally agree. Love this!

  60. You had me at one-pan. No, mac and cheese. No, just cheese.

    In any case, I WANT.

  61. Your Panera has a drive-thru?!?! I would be getting this mac and cheese all the time! So tempting. Now I’m in London though, and Panera mac n cheese is no where to be found, so I NEED to make this! Major craving for it after reading this post :) yummy! Pinned.

  62. I love one pot mac and cheese and really who doesn’t steal their kids food?

  63. This is some beautiful mac & cheese! I’m a fool for white cheddar!!

  64. Your panera has a drive thru?!?!!! Mind. Blown. So jealous!! Thanks for including me today!!

  65. I can’t imagine how large I’d be if our Panera had a drive-thru. I love Panera and love this recipe!

  66. This looks amazing! I love Panera but ours does not have a drive-thru so I don’t go as much. If they put a drive-thur into our Panera all bets would be off. I would probably make my husband get takeout at least once a week…haha.

  67. Panera has the BEST mac and cheese!! SO excited to have this looks exactly spot on!

  68. This mac n cheese does look amazingly creamy. I can’t wait to see all of the other mac and cheese mania recipes!

  69. I’ve never been to Panera but if this is the sort of food they do, they need to gt themselves to the UK quick!! :)

  70. OMG I LOOOOVVVEEE Panera’s Mac N Cheese, I will definitely be trying this asap!

  71. sounds delish–my boys get it a lot. I’ve never seen a Panera with a drive-thru–genius! I love the Mac’n Cheese from Noodles & Co.

    Why is the rinse needed for the pasta?

    • Oooh I’ve never had the mac and cheese from Noodle & Co. Must try! Rinsing the pasta just helps with that ultra smooth texture.

      • Gotcha. I just go by the rule no rinsing unless using in a salad (pasta salad, macaroni salad, etc…), but I *get* the rinsing for a smoother texture.

        The mac from Noodles&Co really, really good. Was my favorite until they introduced the Alfredo MontAmore on the seasonal menu–OMGoodness! It’s divine!

    • Ok so the tast was great BUT, the rinsing caused my shells to totally stick in clumps and it took way longer than 20 minutes. Next time I may make the sauce and pre cook the noodles :( 

      Rating: 3
  72. How gloriously creamy and cheesy that looks!

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