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.

  • Yield 6-8 servings


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.