Panera's Stove Top Macaroni & Cheese

Happy Hump Day foodies! It’s sunny and frosty outside today, and, in my opinion, the best way to start the day! I have a lot of things to get done today, well so it feels. One of Nick’s coworkers is being deployed and there is a going away dinner tonight that we are attending. I am really looking forward to mingling with some of his work-friends, but it’s so not fun that it’s because of a deployment.

I wish I could have invited everybody down to our house for the dinner, but we don’t have a lot of space right now! I would love to cook for everybody! Soon Nick and I will have all of the space we could ever imagine. With that space comes great responsibility; and, that’s very scary.

The first thing I think I will cook in our new house is macaroni and cheese. It happens to be one of my most loved foods and I can never seem to get enough of it. Everywhere I go, I try a version of mac n’ cheese. Recently I have rediscovered my love for Panera’s Macaroni and Cheese. It is thick, creamy and delicious. But it is terribly expensive. I decided to recreate it at home. It turned out pretty well, but I’ll have to give it a try again because something seemed to be missing. I just don’t know what it is. Either way, this was thick and cheesy.  Take a look.

Nutritional Information:
Servings: about 15
Calories: 266.8
Fat: 10.6 g
Carbohydrates: 29.2 g
Fiber: 1 g
Protein: 11.1 g
Points+: 7


Recipe Adapted from Smells Like Home

  • 16 ounce small pasta shell, like pipette
  • 4 tablespoons unsalted butter
  • 1/3 cup all purpose flour
  • 2 ½ cups half and half
  • 6 ounce American Cheese, small cube
  • 10 ounce Extra Sharp White Vermont Cheddar, small cube
  • 1 tablespoon Dijon Mustard
  • 1 teaspoon salt
  • 1 tablespoon hot sauce


  • In a large stockpot, cook pasta according to package directions. Drain well.
  • While the pasta cooks, melt the butter in a large sauce pan over medium heat
  • When the butter has melted and has started to bubble, whisk in the flour; cook for about 2 minutes, whisking constantly
  • Gradually whisk in the milk until no lumps remain
  • Reduce the heat to medium-low and cook milk mixture, whisking frequently, until it thickens and bubbles about 10 minutes
  • Now gradually add in the cheese, allowing all of it to melt before adding more.
  • Stir in the mustard, salt and hot sauce
  • Now add the pasta you set aside to the cheese mixture
  • Be sure to stir up the sauce from the bottom of the saucepan and thoroughly coat all of the pasta with the cheese sauce
  • Cook for another 2 minutes over medium-low heat until heated through
  • Serve hot and enjoy!!

We loved this macaroni and cheese. I would caution all of you about a particular element of this process. Make sure you do not scorch the milk as you add it to the pot. If you do, it will create a flour taint to the entire recipe. If you notice your milk has scorched when it hits the pan, start over. You do not want to waste your cheese or pasta.

I hope you all give this a try. The cheesy goodness of this macaroni dish is phenomenal.


Until Next Time,

Happy Macaroni & Cheesin’