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A bowl of copycat mac & cheese
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3.80 from 5 votes

Copycat Panera Mac and Cheese

This Copycat Panera's Mac and Cheese is, in my family's opinion, even better than Panera. It's smooth and creamy with a heavenly texture, thanks to a secret ingredient— Velveeta, but just a very small amount. I promise you, people will go nuts for this Mac & Cheese. Just don't mention the V-word. It'll be our little secret.
Prep Time15 minutes
Cook Time15 minutes
Total Time30 minutes
Course: Main Course, Side Dish
Cuisine: American
Servings: 8 (1-cup servings)
Calories: 655kcal
Cost: $7


  • 1 pound pasta, cavatappi, elbow, shells
  • ¼ cup butter
  • ¼ cup all-purpose flour
  • 1 cup evaporated milk, or any milk except skim
  • 2 cups heavy cream
  • 8 ounces sharp white cheddar, shredded See NOTE 1
  • 2 ounces Velveeta, cubed
  • ½ teaspoon salt, more or less to taste
  • ½ teaspoon black pepper, ditto
  • 1 teaspoon dry mustard powder


  • Cook the pasta according to package instructions making sure to salt the water. Retain about 1 cup of the pasta water, then drain the pasta and set aside.
  • Set a large pot over medium high heat. Add butter and allow to completely melt. Add the flour and whisk vigorously until fully incorporated. Cook for one full minute.
  • Reduce the temperature to medium. Pour in the milk, heavy cream, salt, dry mustard, and pepper. Continue whisking until it begins to bubble. Reduce temperature to Low and add the grated white cheddar and Velveeta cheeses. Stir until melted and fully incorporated.
  • Add the cooked pasta, gently stirring until combined.
  • Remove from the heat and allow to sit for 5 minutes, as it thickens. If it gets too thick, return to Low heat, adding pasta water a couple of tablespoons at a time while stirring gently until it is just perfect. Taste to check for seasoning. Add more salt and pepper as desired.
  • Enjoy!


I use Costco's English Coastal Cheddar, but any good, sharp white cheddar will do.


Calories: 655kcal | Carbohydrates: 52g | Protein: 20g | Fat: 41g | Saturated Fat: 25g | Cholesterol: 139mg | Sodium: 545mg | Potassium: 320mg | Fiber: 2g | Sugar: 6g | Vitamin A: 1482IU | Vitamin C: 1mg | Calcium: 381mg | Iron: 1mg