Appetizers
This Boston Market copycat mac and cheese delivers the exact same creamy, cheesy perfection you love from the restaurant—crispy breadcrumb crown and all. The secret lies in a precise blend of cheeses and a foolproof sauce technique that prevents separation, even after reheating.
I've recreated this dish exactly as I experienced it, down to the buttery, golden crumb topping that adds irresistible texture.
The recipe starts with elbow macaroni cooked to al dente perfection, then tossed with a velvety cheese sauce made from a mix of sharp cheddar, American cheese, and a touch of cream cheese for that signature tang.
What sets this apart is the breadcrumb topping—toasted to a golden brown—that creates that satisfying crunch you can't get from store-bought versions. The sauce is thickened just right, so it clings to every noodle without being gluey.
By the time you pull this dish from the oven, you'll have restaurant-quality mac and cheese with a crispy, buttery crown that shatters slightly with each bite.
The cheese sauce is rich and smooth, with just the right amount of stretch, while the pasta stays tender and coated in every creamy bite. This is the kind of comfort food that disappears faster than you can say "copycat success."
The best part? Leftovers reheat beautifully, keeping that perfect texture and flavor. Serve with a side salad or garlic bread for a complete meal that tastes like you've been to Boston Market. Here's how to make it—just like the original.
Ingredients for boston market mac and cheese copycat
Six ingredients make this creamy, crispy mac and cheese just like Boston Market's famous version.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 2 cups | Uncooked, dry pasta |
| Sharp White Cheddar Cheese 🧀 | 3 cups | Shredded, block preferred |
| American Processed Cheese 🧀 | 1 ½ cups | Shredded, like Kraft Singles |
| Cream Cheese 🧈 | 4 oz | Full-fat, room temperature |
| Whole Milk 🥛 | 2 cups | Warm for best blending |
| Unsalted Butter 🧈 | ½ cup | Melted, unsalted preferred |
| All-Purpose Flour 🌾 | ¼ cup | For thickening sauce |
| Panko Breadcrumbs 🍞 | ¾ cup | Plain, not seasoned |
| Butter (for topping) 🧈 | ¼ cup | Melted, salted preferred |
| Garlic Powder 🧄 | 1 tsp | For breadcrumb seasoning |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Ground Mustard 🌿 | ½ tsp | For subtle tang |
| Heavy Cream 🥛 | ½ cup | For extra creaminess |
The cheeses are everything here. Sharp white cheddar gives that signature tang—Kraft brand if you're buying pre-shredded, but block is better. American cheese adds that melt-in-your-mouth richness, and cream cheese (the full-fat kind) keeps the sauce from breaking. Grab Kraft Singles for the American cheese—it's what Boston Market uses, and the pre-shredded stuff works perfectly here. The macaroni? Elbow noodles are non-negotiable—they hold the sauce better than any other shape. I always grab the Barilla brand because it cooks up perfectly al dente.
No sharp cheddar? Extra-sharp white cheddar at half the amount works in a pinch, but it'll be tangier. Ran out of American cheese? Mozzarella shreds can mimic some of that stretch, but you'll lose that signature tang. The cream cheese is key—Neufchatel is the best brand, but whatever's in your fridge works. Want to make this ahead? Assemble everything except the breadcrumb topping, then bake it right before serving. The sauce thickens as it cools, so add a splash of milk if it seems too thick when reheating.
This keeps beautifully for 4 days in the fridge, but the breadcrumb topping gets soggy if reheated more than once. For best results, bake it fresh and serve immediately. The sauce reheats perfectly, so portion it out before adding the topping. Freeze portions without the topping for up to 3 months—just add fresh breadcrumbs when reheating. The leftovers? Even better the next day as the flavors meld together.
Why You'll Love This Recipe
- Here’s what sold me: that crispy edge on the top meets creamy, velvety cheese in every bite. The cream cheese keeps it rich but not heavy, while the whole milk smooths it out—like eating a hug in sauce form. (Yes, even on a Tuesday night.)
- Foolproof 10-Minute Prep: I swear, this takes less time than ordering takeout. Boil the pasta, melt the cheeses in one pot—no chopping, no fuss—just stir until that golden, stretchy goodness forms. The processed American cheese blends with sharp cheddar for that signature Boston Market texture without the mystery.
- Creamy Yet Crispy Magic: Here’s what sold me: that crispy edge on the top meets creamy, velvety cheese in every bite. The cream cheese keeps it rich but not heavy, while the whole milk smooths it out—like eating a hug in sauce form. (Yes, even on a Tuesday night.)
- Leftovers That Don’t Suck: Between us, most mac and cheese gets sad after day two. Not this one. The processed cheese keeps it creamy when reheated, and I’ve frozen portions for months—just add a splash of milk to revive it. My kids fight over the lunchbox leftovers.
Step-by-step instructions for Boston Market copycat mac and cheese
Here's how to recreate that iconic crispy-topped mac and cheese with a velvety cheese sauce.
Cook the Elbow Macaroni to Perfect Doneness
Bring a large pot of water to a rolling boil and add 2 cups elbow macaroni. Cook until 1 minute before the package instructions specify for al dente—this ensures it finishes cooking in the oven without turning mushy. Drain the pasta and set it aside, reserving 1 cup of pasta water for later.
I like to rinse the cooked pasta briefly under cold water to stop the cooking process immediately. This prevents overcooking while keeping the pasta tender. Drain well in a colander before moving to the next step.
Create the Ultra-Creamy Cheese Sauce
In a large, deep skillet, melt 0.5 cup unsalted butter over medium heat. Whisk in 0.25 cup all-purpose flour and cook for 1-2 minutes until the mixture forms a smooth paste. Slowly pour in 2 cups warm whole milk, whisking constantly to prevent lumps from forming.
Bring the mixture to a gentle simmer, then reduce heat to low. Gradually add 3 cups sharp white cheddar cheese and 1.5 cups american processed cheese, stirring continuously until completely melted and smooth. Remove from heat and stir in 4 oz cream cheese, 0.5 cup heavy cream, 1.5 tsp salt, 0.5 tsp black pepper, and 0.5 tsp ground mustard until fully combined.
Combine Pasta and Sauce for Maximum Cheese Love
Add the drained macaroni to the skillet with the cheese sauce and stir gently to coat each noodle evenly. If the sauce seems too thick, add reserved pasta water 1 tablespoon at a time until it reaches a creamy, spoonable consistency. The sauce should cling beautifully to the pasta without being watery.
This is where the magic happens—the cheese should be silky smooth with just a hint of tang from the mustard. Taste and adjust seasoning if needed, adding more salt or pepper as necessary. Transfer the mixture to a greased 9x13-inch baking dish and spread it out evenly.
Prepare the Crispy Breadcrumb Topping
In a small bowl, mix together 0.75 cup panko breadcrumbs, 1 tsp garlic powder, and 0.25 cup melted butter (for topping). The breadcrumbs should look evenly coated and slightly moist but not wet. Spread this mixture evenly over the top of the mac and cheese in the baking dish.
Here's a pro tip: Press down gently on the breadcrumb topping to help it adhere better to the cheese sauce. This creates that perfect crispy crust that's the signature of Boston Market's version. Don't worry if it looks uneven—it'll crisp up beautifully in the oven.
Bake to Golden Perfection
Preheat your oven to 375°F. Bake the mac and cheese uncovered for 20-25 minutes until the top is deep golden brown and the edges are bubbling. The breadcrumb topping should be crispy enough to crack when you press it gently with a spoon.
Let the mac and cheese rest for 5 minutes before serving. This resting time allows the cheese to set slightly, making it easier to slice and serve. The crispy topping will stay crunchy while the cheese underneath remains creamy and delicious. Serve immediately while hot!
Pro Tips For Making Boston Market Mac And Cheese Copycat
- Strain, Don’t Rinse: DESCRIPTION: That cold water rinse on the pasta? Skip it—you’re washing away the starch that makes this sauce cling. Drain the elbows hot and dump them straight into the saucepan while the cheese melts, or you’ll end up with dry, sad noodles.
- Grate, Don’t Dice: DESCRIPTION: I used to chop the cheddar into chunks, thinking it’d melt faster. Wrong. Grate it yourself (or buy pre-shredded, but packed—the fluffier kind loses moisture fast). Fine shreds melt smoother and coat every noodle evenly.
- Low and Slow Only: DESCRIPTION: The sauce starts hot, but once the cheeses hit, drop the heat to low and stir like you’re stirring a pot of gold. Rush it, and you’ll get lumps or a greasy mess. Let it simmer for 5–7 minutes—this is where the magic happens.
- Double-Check the Milk: DESCRIPTION: Whole milk is non-negotiable, but don’t grab the first carton. Warm it slightly (just until it steams) before adding it to the cheese—cold milk makes the sauce seize up. A splash of milk from the fridge is fine, but for creamy perfection, use room-temp.
Dietary considerations for this dish
Gluten-Free Adaptation
For a gluten-free version, swap the elbow macaroni for gluten-free elbow pasta—I recommend Barilla GF or De Cecco brands, which cook up perfectly al dente. The cheese sauce remains the same, but ensure your panko breadcrumbs are certified gluten-free (like Annie's or Schär).
Use the same topping technique, but press down firmly to compensate for any potential crumb fragility. 🌾
Dairy-Free Options
Replace the cheeses with dairy-free alternatives: use sharp white cheddar-style vegan cheese (like Violife or Daiya) and dairy-free cream cheese (such as Kite Hill). For the sauce base, substitute butter with olive oil and milk with unsweetened almond milk or oat milk.
The texture will be slightly lighter, but the tangy flavor remains intact. Test seasoning carefully—dairy-free cheeses vary in saltiness.
Lower-Carb Version
Cut carbs by replacing the pasta with cauliflower rice (about 4 cups, steamed until tender). The cheese sauce recipe stays identical, but reduce the baking time to 15-20 minutes—cauliflower cooks faster.
For extra richness, stir in 2 tbsp nutritional yeast to mimic the cheesy depth. Top with the same breadcrumb mix, but reduce to ½ cup since cauliflower absorbs less sauce. 🥬
Lactose-Free Adjustments
Use lactose-free sharp cheddar (like Kraft Lactose-Free) and lactose-free milk in the sauce. For the breadcrumb topping, melt lactose-free butter (such as Land O'Lakes) to coat the panko.
The texture and flavor will be nearly identical to the original, with no compromise on creaminess. Always check labels—some lactose-free products contain extra fillers that can alter taste.
Vegetarian-Friendly
This recipe is already vegetarian, but if you're avoiding processed American cheese, swap it for extra-sharp cheddar and add 1 cup shredded mozzarella for stretch. For a vegan option, use nutritional yeast (1 tbsp) in the sauce to enhance umami.
The breadcrumb topping remains the same, but ensure your panko is vegan-certified (like Trader Joe's or Bob's Red Mill).
Nutrition facts
Frequently asked questions
Why does Boston Market mac and cheese have that crispy breadcrumb topping?
The golden, buttery breadcrumb crown is the signature touch that makes this dish stand out. It adds a satisfying textural contrast to the creamy cheese sauce—every bite has that perfect crunch while the pasta underneath stays tender. The secret is toasting the panko until it's deep golden brown and pressing it gently onto the sauce before baking.
Can I make this recipe ahead of time?
Yes! Assemble everything except the breadcrumb topping, then refrigerate for up to 4 days. When ready to bake, add the topping and bake at 375°F for 20-25 minutes. The sauce thickens as it cools, so add a splash of milk if it seems too thick when reheating. The topping will crisp up beautifully in the oven.
What's the best way to prevent a greasy or gluey cheese sauce?
Use the right cheese blend—sharp white cheddar for tang, American cheese for creaminess, and cream cheese for stability. Cook the roux (butter + flour) for 1-2 minutes before adding milk to fully develop the thickening power. Stir constantly while melting the cheeses, and if the sauce gets too thick, add reserved pasta water 1 tablespoon at a time. The sauce should coat the back of a spoon but still flow smoothly.
Can I use a different type of pasta?
Elbow macaroni is ideal because it holds the sauce better than other shapes, but you can use penne or cavatappi in a pinch. Avoid long, thin noodles like spaghetti—they won't trap the cheese sauce as well. If substituting, cook the pasta to al dente and drain it thoroughly to prevent a watery sauce.
How do I fix a broken or oil-separated cheese sauce?
If the sauce separates, whisk in 1-2 tablespoons cold water or milk while stirring vigorously over low heat until smooth. For oil separation, stir in 1 teaspoon cornstarch mixed with 1 tablespoon cold water and simmer until thickened. The key is patience—don't rush the cheese melting, and always stir continuously.