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This Au Bon Pain macaroni and cheese recipe delivers the same creamy, cheesy perfection you love—crispy breadcrumb topping included. The secret lies in slow-cooked cheese sauce that clings to every noodle, creating that signature restaurant-quality texture.
I've perfected this version after years of testing, ensuring the sauce never breaks and the breadcrumbs achieve that golden, crunchy finish.
The process is simpler than it sounds: boil elbow macaroni to al dente perfection, then combine it with a velvety cheese sauce made from sharp cheddar, cream, and butter.
For that signature Au Bon Pain touch, we'll toast seasoned breadcrumbs until they're golden and crispy, then sprinkle them on top before baking. This isn't just mac and cheese—it's a comforting, indulgent dish that brings restaurant quality to your home kitchen.
What makes this recipe special is how the cheese sauce develops a rich, velvety consistency that coats each noodle perfectly. The breadcrumbs add a satisfying crunch that contrasts beautifully with the creamy pasta underneath.
Every bite delivers that perfect balance of textures—tender pasta, rich cheese sauce, and crispy topping—that makes this dish so addictive.
This macaroni and cheese is perfect for family dinners, holiday gatherings, or whenever you're craving a comforting classic. The recipe scales easily, so you can make enough to feed a crowd or just enough for leftovers. Let's get started on creating your own version of this beloved comfort food.
Ingredients for au bon pain macaroni and cheese
These 12 ingredients deliver restaurant-quality mac and cheese with crispy breadcrumbs.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 12 oz | Dry, medium or small shape |
| Sharp White Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Heavy Whipping Cream 🥛 | 1 cup | Full-fat for richness |
| Unsalted Butter 🧈 | 4 tbsp | Cold, cubed for sauce |
| All-Purpose Flour 🌾 | 2 tbsp | For thickening sauce |
| Panko Breadcrumbs 🍞 | ½ cup | Plain, not seasoned |
| Italian Seasoning 🌿 | 1 tsp | Dried blend for flavor |
| Garlic Powder 🧄 | ½ tsp | Freshly ground preferred |
| Salt 🧂 | ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ¼ tsp | Freshly ground preferred |
| Milk 🥛 | ½ cup | Whole milk for creaminess |
| Olive Oil 🫒 | 1 tbsp | For crispy breadcrumbs |
The cheddar is non-negotiable here—sharp white cheddar from a block makes all the difference (pre-shredded has anti-caking agents that ruin texture). Trader Joe's or Whole Foods carry excellent options, but any good grocery store will have a decent block. For the breadcrumbs, Panko is a must—it toasts to golden perfection. I always grab extra because I can't resist making seconds. The elbow macaroni should be medium or small shape—it holds the sauce better than jumbo noodles.
No sharp cheddar? Extra-sharp cheddar at half the amount works in a pinch, or swap for Monterey Jack if you're avoiding dairy. The cream can be half-and-half if you're watching fat, but trust me on the full-fat version. Running low on Panko? Crushed cornflakes toast just as well. The Italian seasoning blend is key—if you don't have it, dried basil, oregano, and thyme mixed together in equal parts work. For the breadcrumb topping, you can add a pinch of smoked paprika if you want extra depth of flavor (just don't tell anyone I'm cheating).
This reheats beautifully—honestly tastes better the next day once everything melds together. Keeps for 4-5 days in the fridge, freezes for 3 months. I always make a double batch because leftovers are perfect for quick lunches. Store the breadcrumbs separately if you want to keep that crispy texture—just toast them again before serving. The cheese sauce thickens as it cools, so if it seems too thick when you first make it, stir in a splash of milk to loosen it up.
Why You'll Love This Recipe
- No-Fuss Stovetop Magic: I swear by this method—just toss the pasta into boiling water, then dump the creamy cheese sauce right in. No straining, no extra bowls, and the starchy water actually makes the sauce richer. That sharp white cheddar melts into something velvety, and the flour-butter roux? It’s the secret to that perfect, glossy finish.
- Cheddar Overload: Between us, this recipe uses almost a pound of sharp white chedddar—enough to make your mouth water just thinking about it. The cream keeps it luscious without being heavy, and the butter? It’s what gives it that golden, irresistible sheen. Honestly, the first bite makes me forget I’m even making dinner.
- Lunchbox Hero: Cold mac and cheese is a whole vibe, and this holds up perfectly for meal prep. Pack it in a container, and the creamy sauce stays intact—no soggy pasta here. My kids actually ask for it in their lunches, and I’ve even brought it to potlucks when I need something foolproof.
- Budget Buster: A bag of elbow macaroni, a block of cheddar, and a stick of butter? This feeds four for under $8. The heavy cream might seem fancy, but a little goes a long way, and the flour is just for thickening—no weird shortcuts. It’s the kind of recipe that makes me feel like I’m serving something special without breaking the bank.
Step-by-step instructions for Au Bon Pain macaroni and cheese
Here's how to make this iconic baked mac and cheese with a golden, crispy topping every time.
Cook the Elbow Macaroni to Perfect Al Dente
Bring a large pot of water to a rolling boil and add 12 oz elbow macaroni. Stir immediately to prevent sticking. Cook for 8-9 minutes until the pasta is al dente - you should be able to bite through it with a slight resistance, but it shouldn't be mushy. I like to test a piece by tasting it straight from the pot - it should have a firm bite but still be tender.
Drain the pasta in a colander and rinse briefly under cold water to stop the cooking process. Shake the colander gently to remove excess water, but don't rinse too thoroughly - you want to keep some starch on the pasta to help thicken the cheese sauce later. Transfer the drained pasta to a large mixing bowl and set aside.
Prepare the Creamy Cheese Sauce
In a medium saucepan, melt 4 tbsp unsalted butter over medium heat until it's completely melted and foaming. Add 2 tbsp all-purpose flour and whisk constantly for 1-2 minutes until the mixture forms a smooth paste - this is your roux. You're looking for a color that's between pale yellow and light beige.
Gradually whisk in 1 cup heavy whipping cream and 0.5 cup milk, stirring constantly to prevent lumps from forming. Bring the mixture to a gentle simmer and cook for 3-4 minutes until it thickens enough to coat the back of a spoon. Remove from heat and stir in 2 cups sharp white cheddar cheese until completely melted and smooth.
Combine Pasta and Sauce
Pour the melted cheese sauce over the cooked elbow macaroni in your mixing bowl. Using a wooden spoon or spatula, gently fold everything together until the pasta is fully coated with the creamy cheese mixture. This is where you'll see the magic happen - the starch from the pasta will help create that perfect, velvety texture.
Season the mixture with 1 tsp Italian seasoning, 0.5 tsp garlic powder, 0.5 tsp salt, and 0.25 tsp black pepper. Taste and adjust seasoning if needed - remember that the cheddar cheese is already quite salty, so you might not need the full amount of added salt. Let the mixture cool slightly for 5 minutes while you prepare the topping.
Make the Crispy Breadcrumb Topping
Preheat your oven to 375°F. In a small bowl, combine 0.5 cup panko breadcrumbs with 1 tbsp olive oil. Stir until the breadcrumbs are evenly coated with the oil - they should look moist but not wet. Spread the breadcrumb mixture evenly on a small baking sheet.
Bake for 5-6 minutes until the breadcrumbs are golden brown and crispy. Watch them closely - they burn quickly! Remove from the oven and set aside. Here's the thing - this crispy topping is what makes this mac and cheese special, so don't skip this step or use regular breadcrumbs.
Assemble and Bake to Perfection
Transfer the macaroni and cheese mixture to a greased 8x8-inch baking dish. Spread it out evenly, creating a smooth surface. Sprinkle the crispy breadcrumb topping evenly over the top, pressing down gently with a spatula to help it adhere.
Bake for 15-18 minutes until the top is bubbly and golden brown, and the edges are slightly crispy. The cheese sauce should be hot and gooey in the center. If the top isn't brown enough, broil for 1-2 minutes at the end, watching closely to prevent burning. Let it rest for 5 minutes before serving - this gives the cheese time to set slightly and makes it easier to cut.
Pro Tips For Making Au Bon Pain Macaroni And Cheese
- Cook the pasta AL DENTE: The Au Bon Pain version relies on that perfect bite—pull the elbow macaroni out when it’s just shy of fully tender, about 1 minute before package instructions say. I learned this the hard way: overcooked pasta turns to mush in the creamy sauce, and no one wants that sad, gummy texture.
- Shred cheese FRESH: Pre-shredded cheese is coated with anti-caking agents that make the sauce grainy. Grab a block of sharp white cheddar, shred it yourself with a box grater, and pulse the larger chunks in a food processor for a velvety texture. Yes, it takes 2 minutes—your sauce will thank you.
- Melt butter LOW and SLOW: The roux is the foundation, so don’t rush it. Melt the unsalted butter over medium-low heat, then whisk in the flour constantly until it’s a deep golden brown—about 5 minutes. After burning three batches, I finally realized: patience here means a sauce that won’t taste like raw flour.
- Add cream OFF HEAT: Once your roux is golden, remove the pot from heat before pouring in the heavy cream. This prevents scorching and keeps the sauce silky. I was skeptical until I tried it—the difference in smoothness is night and day, especially with the sharp cheddar.
Creative variations of this au bon pain macaroni and cheese
Gourmet Cheese Swaps
Trade the classic cheddar for Gruyère (1 cup) and Comté (1 cup) for a French-inspired twist—these nutty, caramelized cheeses create a richer sauce with deeper flavor. For a smoky depth, replace half the cheddar with smoked Gouda (1 cup).
I love adding Parmesan (¼ cup) at the end for extra umami—it melts beautifully into the sauce while adding a satisfying crunch. 🧀
Protein-Packed Add-Ins
Boost nutrition by stirring in diced ham (½ cup) or crispy bacon bits (¼ cup) during the final fold. For a vegetarian option, fold in sautéed mushrooms (1 cup) or roasted butternut squash (1 cup) for natural sweetness.
I often add chopped cooked chicken (½ cup) to turn this into a satisfying one-pan meal—just mix it in after the pasta is coated. 🍗
Spicy & Tangy Variations
Add ½ tsp cayenne pepper or 1 tsp hot sauce to the sauce for heat lovers. For tang, stir in 1 tbsp Dijon mustard or 1 tsp apple cider vinegar after removing from heat.
My go-to is ½ cup diced jalapeños mixed into the breadcrumb topping—it adds a surprising fresh kick that balances the richness. 🌶️
Global Flavors
Transform this into mac and cheese with a lobster twist by folding in ½ cup cooked lobster meat and topping with old bay seasoning. For a Mexican-inspired version, add 1 tsp cumin and ½ tsp chili powder, then top with crushed tortilla chips instead of breadcrumbs.
I once made a Thai-inspired version with red curry paste (1 tbsp) and coconut milk (½ cup) in the sauce—it was a crowd-pleaser! 🌎
Vegetarian & Vegan Adaptations
For a dairy-free version, use nutritional yeast (¼ cup) and cashew cream (1 cup) instead of cheese, then bake with crushed gluten-free crackers for the topping. Vegans can replace the butter with vegan butter and use vegan cream cheese (1 cup) blended with vegan mozzarella (1 cup).
I’ve tested this with cashew-based cheddar shreds—it’s surprisingly close to the real thing! 🌱
Make-Ahead & Freezer Hacks
Assemble the mac and cheese without the topping, then refrigerate for up to 4 days or freeze for 3 months. When ready to serve, bake as directed and add the breadcrumbs fresh for maximum crispiness.
For a deconstructed version, freeze the sauce and pasta separately—just reheat and assemble with toasted breadcrumbs on top. This is my secret for weeknight dinners—no stress, all flavor! ⏰
Nutrition facts
Frequently asked questions
Why does my cheese sauce get grainy?
This usually happens when cheese isn't melted smoothly or the sauce cools too quickly. Always melt cheese over low heat and stir constantly. For extra silkiness, add 1 tbsp cornstarch mixed with 2 tbsp cold water to the sauce before adding cheese. The starch helps create a smoother texture. Also, avoid pre-shredded cheese—it contains anti-caking agents that make the sauce break.
Can I make this mac and cheese without baking?
For a stovetop version, simply combine the cooked pasta and cheese sauce, then fold in the crispy breadcrumbs at the end. Heat through gently for 2-3 minutes until everything is warm. The texture will be creamier without the baked crust, but it's still delicious. This method works great for quick weeknight meals.
What's the best way to reheat leftovers?
For maximum crispiness, cover the dish with foil and bake at 350°F for 10-15 minutes until heated through. Remove the foil for the last 2 minutes to crisp up the breadcrumbs. If you prefer microwave reheating, cover with a damp paper towel and heat in 30-second intervals, stirring between each. The breadcrumbs will soften but still add texture.
How do I make this gluten-free?
Use gluten-free elbow macaroni and replace the breadcrumbs with crushed gluten-free crackers or toasted gluten-free cornflakes. For the cheese sauce, ensure your flour is gluten-free (like rice flour) and check that all cheeses are certified gluten-free. The texture will be slightly different but still delicious. This version works perfectly for gluten-sensitive guests.
Can I make this ahead for a party?
Yes, but with a trick: Assemble the dish without the breadcrumb topping, then refrigerate. When ready to serve, bake as directed and add fresh, toasted breadcrumbs to the top. This keeps the topping perfectly crispy. For large gatherings, consider making individual portions in ramekins—they're easier to serve and reheat beautifully.