I think most people (at least those of us who are human) have a fast food item or two that we just really like.  Panera’s mac and cheese is one of mine.  When Andrew was younger, I would order it for him because I knew he wouldn’t eat it all and I could play anchor eater.  When I was pregnant with Caroline, my OB’s office was just down the road from a Panera and I strategically scheduled all of my appointments around lunchtime, mostly because of this stuff.  (I wish I were kidding…I’m not.)  When my brilliant friend Tara alerted me to the fact that, hello!, this recipe was freely available on Panera’s website I was puuuumped.  I kind of wish I had a tape of my reaction when she enlightened me – I’m sure it was priceless.

Somehow it’s taken me a couple of months to actually get around to making this myself but I’m happy to report that it is everything I had hoped for.  Actually, it’s better because it’s homemade (duh), because it’s okay if my daughter’s hair looks like someone gave her a swirly, and it’s okay if Andrew’s pants have a hole in the knee, or more likely that he’s wearing no pants at all.  Being able to enjoy a restaurant dish I already love in the comfort of our home is always a win in my book.


1 lb. pasta shapes, such as shells
4 tbsp. unsalted butter
1/3 cup all-purpose flour
2½ cups milk or half-and-half
1 tsp. salt
1½-2 tsp. Dijon mustard
¼ tsp. hot sauce
4 oz. white American cheese, finely chopped*
8 oz. white cheddar cheese, shredded

*White American cheese is available at the deli counter in most grocery stores.


  • 01

    Bring a large pot of water to boil.  Cook the pasta according to package directions until al dente.  Drain well.  Return to the stockpot off the heat.

  • 02

    Meanwhile, in a medium saucepan, melt the butter over medium-high heat.  Stir in the flour and cook until light golden brown, whisking constantly, about 1½-2  minutes.  Slowly whisk in the milk until no lumps remain.  Stir in the salt, mustard, and hot sauce.  Lower the heat to medium and continue to cook the sauce, stirring frequently, until it bubbles and thickens, about 6-8 minutes.

  • 03

    Remove the sauce from the heat.  Stir in the cheese a handful at a time, mixing until fully melted before adding more.  Once all the cheese has been added and the sauce is smooth, pour the sauce over the pasta in the stockpot.  Mix well until the pasta is fully coated in the sauce.  Serve immediately.


  • Maria Freeman

    Just wondering if you used milk or half and half? Looks delicious and that salad looks like the perfect accompaniment! Thank you.

  • annieseats

    I used milk. Enjoy!

  • sherri

    SO excited to have this recipe! I had seen it online somewhere but I’m excited to know the recipe is spot-on. This is definitely one of my crave foods

  • Your such a sucker for mac & cheese! This looks so good, and I’ve been wanting to try it since Tara posted it. Love the addition of white american – I’m sure it lends a silky, creaminess that no other cheese can.

  • Beki Cook’s Cakes

    I am in love with this stuff, too… the You Pick Two with this and Creamy Tomato Soup?! Heaven!
    Thanks for sharing.

  • Sarah

    Annie, why oh why must you do this to us?! Don’t you know it’s almost swim suit season and yet there is no way we will be able to resist making this recipe?! ;)

  • I loooove this! I had no idea that their recipe was on the website. Awesome!

  • Jill

    Hi Annie. this looks amazing. not sure how i missed it on panera’s menu. what kind of milk did you use? thanks.

  • This mac and cheese looks amazing. Truly. I cannot wait to try it.

  • RikiTikiTembo

    Annie that comment about scheduling your OB appt around lunchtime made me chuckle SO much tonight. Thats soo something I would do!

  • Gilmoregirlsandboys

    OMG! I had no idea it was on their website either. One of my friends used to work there part time and would always have to close. She would bring me BAGS of the mac and cheese to put in my freezer :) I was a little sad when she quit lol!

  • Aimee

    I had no idea you could get their recipe on their website! I’m so excited to try this. My husband could eat mac and cheese every day so I love having new recipes to try. Thanks so much!

  • Thanks for sharing! This looks so easy, too.

  • rm

    My dog and I stop at Panera on a lot of our weekend walks, and if we get their after 11:30 am, I get the mac and cheese. Now it will be harder to justify ordering it when I can make it myself. I guess I should check the Panera website for their orange scone recipe (my favorite Panera item).

  • WHAAAAAAT?! best news ever!!!!!

  • I have, since I was a child, loved mac&cheese over all other pasta dishes … one day I will create a cookbook that has nothing but mac&cheese recipes. I’m pretty sure Panera’s recipe will be a part of that tome!


  • Yum! I can’t wait to try this. Love mac and cheese!

  • what the what?! I didn’t know they had this on their website!! Oh gosh, so sinful..off to put on some stretchy pants ;)

  • TheMrsatSuccessAlongtheWeigh

    I can’t wait to make this! I’ve been looking for a really decadent mac and cheese recipe and this looks like it’ll be the perfect indulgence from time to time. I think I’ll make a batch and then freeze it so I don’t end up slamming my face in the bowl!

  • Bobi Jensen

    Wow, we’ll add that to the list of recipes I’ve pinned from your website. Awesome stuff :)

  • If you can come up with a recipe for Panera’s Frontega Chicken panini, I’ll be all over that.

  • Kelly

    Hi Annie,

    This looks delish; I’d love to try it. I’m a bit confused about the American cheese bit, though. I’ve read about “American cheese” in a lot of recipes from the UK, but we don’t actually have it here where I am in Canada (and by “don’t have it”, I mean I’ve never even heard of it). So, what exactly is it? I always assumed it meant Cheddar, since that’s our standard cheese, but this recipe makes me think otherwise since they’re both in there. I tried googling it myself, but couldn’t find an answer. Is it processed? Is it a brand name? Does it go by any other name? Are there any other common cheeses you could substitute for it?


  • Emilie

    I’ve never had this at Panera, it looks amazing though!

  • This looks fabulous!! It’s fun to make restaurant favorites sometimes. :) This definitely looks like a keeper of a recipe!

  • Thekitchwitch

    It is a dangerous thing that I now have this recipe. Delicious! I had never heard of the term “anchor eating.” I’m stealing it. :)

  • OH wow. I love nothing more than a good bowl of mac and cheese. And the fact that you dont have to bake it is awesome. Thanks!

  • Kristen

    So this probably makes me the opposite of a foodie, but I think American Cheese is the secret to amazingly creamy mac and cheese! It is the key in my go to recipe, which I am thinking I will now add some dijon to as well! Thanks for sharing Annie!

  • Nmschouten

    Annie, I am excited to try this but I have no clue what American cheese is, and since I live in Canada, I don’t think my deli will either. I googled it and it said it was processed cheese slices, but somehow, I don’t believe it. If you could let me know, it would be most appreciated!

  • Winjovian

    I <3 Panera's mac n cheese! Thanks for recreating it.

  • Felicity Soles

    I try every single one of your mac & cheese recipes along with you. Totally addicted to the cheese ;)

  • Rebekah

    I have yet to find a homemade mac and cheese recipe that my husband and 2 1/2 year old will eat (I know, there is something wrong with them!). I will definitely try this and hopefully they’ll enjoy it…I know I will!

  • Katy

    Is this the Mini Mac n Cheese recipe from the birthday party?

  • Camille Goble

    I made this when I first saw it pop up on Pinterest and can attest to the fact that it’s everything you want it to be.

  • This looks so incredibly creamy, just like Panera!

  • Kate H.

    I’ve never tried Panera’s Mac and cheese but I just heard yesterday that it’s like the best thing they have there. I LOVE Mac and cheese, talk about major comfort food : )

  • Debra Whitehouse

    Will definitely have to try this! My daughter is a mac and cheese Queen!

  • AHHHH i love love love love mac and chesse and this just looks so good! I’ll have to trie it soon!

  • Kellieb

    I just tried this recipe tonight…I had bought the ingredients yesterday and had been meaning to try it for a while now. I’m so very disappointed though…it tastes NOTHING like the Mac and cheese I get at Panera. I used the extra sharp Vermont white cheddar like the Panera Bread website calls for…I also used 2% milk in lieu of cream. The texture looks just like the Panera kind but the taste is way off. I think the Dijon mustard screws it up….now what to do with this entire pot of Mac and cheese that nobody wants to eat?

  • Amy @ The Nifty Foodie

    OMG I must make this ASAP. We don’t have a Panera here, but that mac & cheese looks amazing!

  • annieseats

    Sorry to hear you didn’t like it. We love it, and to us it taste almost exactly the same.

  • annieseats


  • annieseats

    It is indeed!

  • annieseats

    Oh yeah, def. one great thing about parenthood :)

  • annieseats

    It is processed, not a brand name. I’d Google for more info. Good luck!

  • Heather R

    My boyfriend and I both LOVE their Mac and Cheese and have been trying to figure out how they get that perfect texture of creaminess. He will be disappointed to know it is American cheese – as he professes to hate it! Thanks for pointing this recipe out!

  • Leah

    That looks like amazing mac and cheese! Also, I can’t wait to see the macaroni bites you made for your daughter’s party!

  • Denise Wesely

    Have never had Panera’s mac & cheese, but we thought this was delicious. Next time, though, I think I’ll use only half as much pasta as we prefer a creamier mac & cheese. I didn’t taste the mustard in mine. This recipe will be a keeper for my family.

  • I love macaroni with shells!

  • Mary Kate

    Thanks for the recipe! I love it at Panera, and at home! – but the kids thought it was too sour, weird aftertaste (too much mustard?) – so next time I might omit the mustard to keep it more plain – or split it up before adding mustard…

  • Beth Mollnow

    At my grocery store it is in slices in the deli but I ask them to cut a piece off of the block for me.

  • Tara

    Yes, your reaction was priceless – you nearly jumped off the couch when I told you about it! I’m so glad you loved it as much as we do.

  • Andrea

    Mmm…I love Panera Bread! If you figure out a recipe for their Orange Scones, PLEASE let me in on it! My favorite scone ever!

  • OMG I cannot believe this. I LOVE this mac and cheese and let me tell you, my kids are now 22 & 25. I’m so bad that when I go, I order the child’s portion because I’m too embarrassed to admit that it’s really for me. I try to refrain because I know it’s not good for me but I swear I think it’s one of the best mac n cheese recipes I’ve ever tried.

    What type of hot sauce do you use? I just looked online at the Panera site and they didn’t have this recipe posted. I’ve actually looked before and did an online search and have never seen it. So your friend must have been lucky on the day she viewed their site.

    Thank you so much for sharing this. I will be making soon, or at least when all my family is in town so I don’t eat it all myself.

  • There’s a restaurant here in my town that serves only mac and cheese. It’s always crowded.

  • Debbie

    I too conveniently scheduled all my prenatal appointments near lunch time so that I could have Panera Bread for lunch. My weakness was the roast beef with horseradish and the potato soup!

  • annieseats

    I have included the link to their recipe at the bottom of this post. As you can see, mine is “slightly adapted”. Enjoy!

  • Karen

    The salad looks delish (so does the mac and cheese). Do you have a recipe for the dressing on it?

  • Viviana Ayre

    One piece to note is that Panera’s mac n’ cheese has four different cheeses in it: American, asiago parm, swiss and cheddar if I remember correctly. :) I would love this, but I’m not huge on American cheese. I’m definitely going to search around for one maybe without American.

  • annieseats

    I’m not sure why they would say their mac and cheese has four varieties of cheese but list only two in their recipe. In any case, mac and cheese is certainly something you can make to your own preference. The point of this recipe is to mimic Panera’s and so American is important for that flavor :)

  • Cpower79

    I’m so glad you posted this! Can’t beat mac and cheese…

  • Jenbassett

    You have the neatest blog! Everything looks so crisp and clean! You can tell you make your dishes with love!!!

  • annieseats

    Thank you very much! That is very kind of you to say :)

  • I’m not a fan of baked mac & cheese, so any stove top version quickly grabs my attention. This one looks delicious and beautiful. I love Panera, I may have take the train an hour or so when the Panera craving really hits!

  • Emlichtman

    Okay, you are amazing. Panera Mac&Cheese is my guilty pleasure. The closest Panera is about 40 minutes away and there have been too many times where I have convinced myself it is totally fine to drive all the way there because I am craving it so badly. I am so excited for this! THANK YOU

  • I’ve never had Panera mac & cheese but your picture looks luscious. I wish I had some white american cheese to make it for dinner. Actually, if I had any american cheese on hand I’d make it for dinner, white or not. :)

  • Kristin

    So Panera is near my OB as well. For me, it was AM appointments, with cinnamon crunch bagels, toasted with butter. Yum!

  • Judithwllms

    This is awesome. I can’t wait to make it. I just ate dinner at Mizuna restaurant in Denver last night and had a Mac n cheese app. It had lobster and marscapone. The best dinner I’ve ever had in my life. Judy w.

  • annieseats

    Yum! I’ve been wanting to make a lobster mac and cheese eventually. Sounds amazing.

  • Yum…I’m a sucker for mac n cheese variations!! I’ve drooled over many of your recipes and so I’ve nominated your blog for the Versatile Blogger Award! I hope you’ll check out my blog as well :-) http://theoptimisticbaker.com/2012/04/18/versatile-blogger-award/

  • Brittany Persson

    Panera gave you a shout out on their facebook page! https://www.facebook.com/panerabread

  • Tarapmillman

    Made this tonight with mozzarella, provolone, and parmesan blend. So creamy and delicious! Thanks Annie for making my evening happier! Ps. I love your website!

  • Lisae81

    Easy and delicious, thanks!

  • Wow, this looks amazing! I can’t wait to try making a gluten free version of this recipe so my little girl can taste the goodness of Panera’s Mac N Cheese. Might even need to run to the store tomorrow to get the ingredients. Thank you for sharing!

  • Mrs.Calvin

    I made this dish last Thursday because I decided to go meat-less once a week and work my way up to three days a week. My husband and daughter protested this meal and I made it anyway… This is the best stove top mac-and-cheese I have EVER made! There was almost a kitchen battle for the leftovers! Thanks Annie!!!

  • Tatum

    Omg! Made it today and it so good!! I had to use part evaporated milk because I didn’t have enough regular milk. It still taste like panera’s. Thanks for posting this Annie!

  • I laughed out loud when i read about your discovery of the recipe online! you are too cute :) And that bowl of mac and cheese looks phenomenal. WOW.

  • Megan Atkinson

    I am a huge Panera mac n cheese fan so I was elated to find your post on Pinterest. Being that I nearly lit my kitchen on fire when I once attempted to make a roux (did I mention I wasn’t allowed to even use a toaster unsupervised until I was 16?), I was a smidge worried about the whole flour in butter thing. BUT! This was so super easy to make! It turned out fantastic!

  • Angie @ coffee and cannolis

    I am in love with the bowl you have the Mac & Cheese in. Do you mind my asking where it’s from?!

  • annieseats

    It’s from Anthropologie :)

  • Oh. My. Gosh. I am pregnant right now, and have also been having major Panera mac & cheese cravings. Thanks so much for calling the recipe to my attention! You’d better believe this will grace our table soon…

  • Hilary

    I laughed at your anchor eater comment! I’m so glad I’m not the only mom ordering Panera’s mac and cheese for my child just to swipe a few delicious bites. Thanks for this post; I had no idea the recipe was available online either. Can’t wait to give this a try!

  • Sarah Alex

    Just made this tonight, and like all of your other recipes, it did not disappoint. My husband typically eats very healthy, so I was worried he wouldn’t eat any. But instead, he asked if there were going to be leftovers. Yay!! Thanks, Annie, for always being so dependable with your recipes!!

  • Rachel

    Just found your site and I am so happy that I did!!! Mac and cheese is my favorite!! This recipe looks amazing but just one question… I have never used Hot Sauce in any recipes and am a little nervous to put it in here. Is it something that you taste? And is it vital I use it or can I sub something else?

    Thanks so much and I’m excited to start looking around your blog :-)

  • Ginger Readence

    This was beyond wonderful. Words can not describe how rich and creamy goodness every bit was. I thank you for sharing.

  • BakerBee

    YUM! It was sooo good!
    I’d prefer more Hot Sauce, as well as some pepper.
    Other than that, thick, tasty, and perfect! (:

  • BakerBee

    Oh, and it would be lovely if you could post a recipe for the salad in the picture with the Mac and Cheese. It looks delicious!

  • annieseats

    It’s just a salad – no real recipe needed :)

  • Nicnic24

    What kind of hot sauce do you prefer

  • annieseats

    No preference.

  • carla

    Hi Annie, I just finished making this & had noted it states at the close of the directions to “serve immediately”. I generally cook before the kids come home so I can devote myself to monitoring study habits & was interested to know if reheating is suggested by you in the microwave or on the stove top? Or could I place in the oven for 10-15 minutes before I serve it?

  • annieseats

    You can choose to serve it whenever you wish. It’s just best when it is freshly made. Enjoy!

  • Asha Welsh

    Just tried this recipe, and it’s my first time making mac & cheese from scratch. It turned out ridiculously well! Thank you so much for sharing.

  • Jillian Wade

    I made this last week and it turned out fabulously!

  • Stephanie Mitterko

    I can’t wait to try this. would it be possible to substitute nonfat yogurt for the butter?

  • annieseats

    You will need butter for this recipe. Please see the FAQ page for more info regarding substitutions. Thanks!

  • Becca

    My boys would eat this for breakfast, lunch, and dinner (and maybe I would too). It’s so good! It’s on my Thanksgiving list for both family meals as well. Yum!

  • Sarah

    I made this last night. I substituted fresh parm for the american cheese. It was delicious. Thanks for the recipe!

  • 24road

    Made this today, and stuck to your exact recipe….OMG, it’s fabulous! Will definitely add this to my rotation. Thanks!