I have to admit that I am not a big fan of Panera Bread as a whole. While I like their healthier approach to food, some things are just kind of sub par for the price. One thing that isn’t? The shells and cheese! It’s not the lowest calorie offering, but man is it good. If you’re a sucker for perfectly creamy mac and cheese, you’ll love it. My Copycat Panera Shells and Cheese recipe means you can also enjoy it at home!
Copycat Panera Shells and Cheese Recipe Secrets
There are a ton of recipes on the internet claiming to be the creamiest of macaroni and cheese. The fact is the tried and true method of making a roux and adding milk is always the way to go. You can have a creamy macaroni and cheese recipe without Velveeta. The success of this recipe depends on your attention to the small details. Make sure you whisk the flour into the butter so there are no lumps. You also want to ensure that you pull the pan off of the heat and allow your cheese to slowly melt. If you’ve ever made any kind of cream sauce before, you’ve likely had your sauce “break” at some point. This is what happens when the fats separate and you get a gritty sauce. It usually happens from over heating and not allowing your cheese to slowly melt. This is my number one tip for making this Copycat Panera Shells and Cheese recipe.
I also like to add plenty of black pepper. This is preference. If you’re not a pepper fan feel free to omit it.
You can use any short cut of pasta, but I highly recommend medium shells. The shells hold the cheese in and it’s just a really good thing texture wise.
If you make this recipe comment below then tag me in a photo on Instagram @freshfitkitchen. I love to hear how the recipe went for you!
PIN FOR LATER!

Copycat Panera Shells and Cheese
Ingredients
- 8 ounces Pasta Shells
- 2 tbsp. Butter
- 2 tbsp. Flour
- 1 cup 2% Milk Keep a little extra around in case you need to thin your sauce.
- 1 cup Sharp Cheddar Grated
- 1 cup Gouda Grated
- 2 tbsp. Reduced Fat Cream Cheese
Instructions
- Boil Pasta according to package instructions. Drain and Set aside.
- Over medium low heat melt the butter in the same pot you used to cook the pasta. When it's completely melted add in 2tbsp. of flour. Stir for 1 minute to cook out the flour.
- Pour in the milk and stir over low heat until the sauce thickens. Add a pinch of salt and pepper.
- Pull the sauce off the heat. This is very important so your cheese sauce doesn't break and become gritty. Add in the cheese and allow it to slowly melt. At this point it may be a little thick. Add milk 1 tbsp. at a time to achieve a smooth cheese sauce.
- Pour in your pasta noodles. Taste for salt and pepper and season to your liking.
Notes
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