Appetizers
Arby's mac and cheese copycat recipe delivers that iconic triple-layered magic you crave—creamy, cheesy goodness with a crispy breadcrumb topping that pulls apart perfectly. 🔥 The secret lies in a rich, velvety cheese sauce that clings to every noodle, followed by a golden, crunchy crust that adds texture in every bite.
I've perfected this version after years of testing, ensuring the sauce stays smooth and the topping stays crispy even after baking.
What sets this recipe apart is the layering technique: a base of buttery elbow macaroni topped with a thick blanket of cheese sauce, then crowned with a buttery breadcrumb mixture that turns golden and irresistibly crunchy.
The slow bake ensures the cheese melts completely while the breadcrumbs crisp up, creating that signature pull-apart texture. No shortcuts here—just restaurant-quality results in your own oven.
By the time it emerges from the oven, you'll have a dish that's creamy on the inside, crispy on top, and packed with that unmistakable cheesy flavor that makes it a crowd-pleaser.
The sauce is rich and velvety, clinging to the noodles in perfect harmony, while the breadcrumb topping adds a satisfying crunch that disappears with every bite. This is the kind of mac and cheese that disappears faster than you can say "copycat."
The best part? This recipe scales perfectly for parties or meal prep, and the leftovers reheat beautifully without losing that perfect texture. Whether you're serving it as a main dish or appetizer, it's guaranteed to impress. Let's get started on recreating that iconic Arby's experience at home.
Ingredients for arby's mac and cheese copycat
Six ingredients make this iconic triple-layered magic—creamy, cheesy, and crispy perfection.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 1 ½ lbs | Medium or elbow shape preferred |
| Unsalted Butter 🧈 | ¾ cup | Cold, cubed for sauce |
| All-Purpose Flour 🌾 | ½ cup | For roux, sifted if lumpy |
| Whole Milk 🥛 | 2 cups | Full-fat for creaminess |
| Sharp Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| American Cheese 🧀 | 1 cup | Shredded, for stretchiness |
| Heavy Cream 🥛 | ½ cup | Full-fat for richness |
| Panko Breadcrumbs 🍞 | 1 ½ cups | Japanese-style for crunch |
| Garlic Powder 🧄 | 1 tsp | For subtle flavor boost |
| Onion Powder 🧅 | 1 tsp | Enhances savory depth |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground preferred |
| Extra-Virgin Olive Oil 🫒 | 2 tbsp | For breadcrumb crispiness |
The cheese is where this copycat shines. Block cheddar shreds better than pre-shredded (no clumps!), and American cheese gives that signature stretch. Walmart or Kroger have the best block cheddar for this—look for vibrant orange color. The milk matters too: whole milk keeps it ultra-creamy. Pro tip: shred the cheese yourself—it melts smoother. For the macaroni, De Cecco or Barilla are my go-tos, but any medium elbow works. The breadcrumbs? Panko from Trader Joe's is the secret weapon—it stays crispy even after baking.
No panko? Regular breadcrumbs toasted in the oven first work in a pinch. Short on cheddar? Monterey Jack at 1:1 ratio keeps the meltiness. The olive oil in the topping is non-negotiable—it makes the crunch sing. Want extra flavor? Add 1/4 tsp smoked paprika to the breadcrumbs. The roux needs patience: cook it until it smells nutty (about 3-4 minutes) or it'll taste raw. And if your sauce gets too thick? Whisk in 1 tbsp milk at a time until silky smooth.
This reheats like a dream—just cover with foil and nuke for 1-2 minutes. Keeps 3-4 days in the fridge, 2 months frozen. For parties, double the topping and bake it in a 9x13-inch dish—it feeds a crowd. The best part? Leftovers taste even better the next day as the flavors meld. Store in an airtight container with parchment between layers to keep that crispy topping intact.
Why You'll Love This Recipe
- Here’s what sold me: that golden, slightly crispy top layer with a gooey center. The sharp cheddar melts into something richer than takeout, and the elbow pasta soaks up just enough of that buttery roux to stay tender. (I’ll be real: I’ve burned the top once, but the flavor still won’t quit.)
- One-Pot Magic: I swear by this recipe because it’s actually hands-off after the initial stir. No strainers, no extra bowls—just toss the elbows in the same pot you melt the butter in, then let the roux and milk work their magic. (Yes, even on a Tuesday night when I’d rather be scrolling.)
- Cheesy Crispy Edge: Here’s what sold me: that golden, slightly crispy top layer with a gooey center. The sharp cheddar melts into something richer than takeout, and the elbow pasta soaks up just enough of that buttery roux to stay tender. (I’ll be real: I’ve burned the top once, but the flavor still won’t quit.)
- Lunchbox Hero: Between us, this is my go-to for meal prep. The sauce clings to the pasta perfectly, so it reheats like a dream—no soggy bits, no sad leftovers. Pack it cold for work or freeze portions for those nights when you’d rather binge a show than cook.
Step-by-step instructions for triple-layered crunch mac and cheese
This is how you nail that iconic Arby's texture—creamy, stretchy, with a crispy breadcrumb crust that pulls apart like magic.
🍳 Step 1: Cook the Pasta Until Perfectly Al Dente
Bring a large pot of water to a rolling boil and add the 1.5 lbs elbow macaroni. Stir immediately to prevent sticking. Cook for 11-12 minutes until the pasta is al dente—it should have a slight bite but still be tender. Drain the pasta in a colander, but don't rinse it. The starch on the pasta helps create that ultra-creamy sauce later.
Here's the thing—undercooked pasta won't absorb the sauce properly, and overcooked pasta turns mushy. I test by biting a piece: it should feel firm but not hard. Once drained, return the pasta to the pot and set it aside for now. You'll want to keep it warm but not dry out.
🍳 Step 2: Make the Ultimate Creamy Cheese Sauce
In a large, heavy-bottomed saucepan, melt the 0.75 cup unsalted butter over medium heat until it foams. Add the 0.5 cup all-purpose flour all at once and whisk vigorously for 1-2 minutes until you have a smooth, bubbling roux. This is your flavor foundation—don't rush it or the sauce will taste raw.
Slowly pour in the 2 cups whole milk while whisking constantly to prevent lumps. Bring the mixture to a gentle simmer and cook for 5-7 minutes until it thickens enough to coat the back of a spoon. Now for the cheeses: reduce heat to low and stir in the 2 cups sharp cheddar cheese and 1 cup american cheese until completely melted and smooth. Finish with the 0.5 cup heavy cream, 1 tsp garlic powder, 1 tsp onion powder, 1.5 tsp salt, and 0.5 tsp black pepper. Taste and adjust seasoning if needed—this is your chance to perfect the flavor.
🥘 Step 3: Combine Pasta and Sauce for Maximum Gooeyness
Add the drained pasta to the cheese sauce and stir gently but thoroughly to coat every noodle. The sauce should cling to the pasta like a second skin. If it's too thick (which can happen with starchy pasta), add 2-3 tablespoons of pasta water at a time until you reach that perfect, spoonable consistency. You want it thick enough to hold its shape when you lift a spoonful, but still silky and stretchy.
Here's where the magic happens: transfer the entire macaroni mixture to a 9x13-inch baking dish (or similar size). Spread it out evenly, pressing down gently with a spatula to create a smooth, even layer. This ensures the breadcrumbs will crisp up perfectly on top without burning in spots.
🔥 Step 4: Create the Crispy Breadcrumb Topping
In a small bowl, mix together the 1.5 cups panko breadcrumbs, 2 tbsp extra-virgin olive oil, and an extra pinch of salt. The oil helps create that golden, crispy crust we're after. Sprinkle this mixture evenly over the top of the macaroni, pressing down very lightly with your fingers or the back of a spoon. You want it to stick to the sauce but not sink in.
This is the moment that matters: pop the baking dish into a preheated 375°F oven and bake for 20-25 minutes. The breadcrumbs should turn a deep golden brown and the top should be crispy enough to crack when you press it lightly. If you're worried about burning, tent the dish with foil for the last 5 minutes of baking.
⏰ Step 5: Rest and Serve for Perfect Pull-Apart Texture
Remove the macaroni from the oven and let it rest for 10 minutes before serving. This resting period is crucial—it allows the breadcrumb topping to set completely and the cheese to firm up slightly, making it easier to cut and serve without losing that gooey interior. The contrast between the crispy top and creamy center is what makes this copycat recipe so addictive.
Slice into perfect squares and serve immediately. The edges should be crispy, the center should be stretchy and cheesy, and each bite should deliver that perfect balance of textures. Real talk: this is where home-cooked mac and cheese beats the restaurant version every time—you control the quality of every ingredient!
Pro Tips For Making Arby'S Mac And Cheese Copycat
- Cook Pasta Al Dente: Arby’s version relies on slightly firmer noodles than usual—pull them out when they’re just done, not mushy. I used to overcook them, thinking more time would help, but the sauce clings better to pasta that still has a little bite.
- Melt Cheese Slowly: Dump all that sharp cheddar in at once, and you’ll end up with a greasy mess. Instead, stir in a third of the cheese first, let it melt completely, then add the rest in batches while the roux simmers gently. This keeps the sauce smooth, not lumpy.
- Whisk Like You Mean It: The roux is where the magic happens, so don’t be lazy with the whisk. Cook the butter and flour on medium heat until it’s a deep golden brown—about 3-4 minutes—while stirring nonstop. Stop stirring too early, and the sauce will taste raw.
- Skip the Pre-Boil Milk: Warm the milk to room temperature first (just pour it into a measuring cup and let it sit for 5 minutes). Cold milk makes the roux seize up, and you’ll end up with a gluey, sad sauce. Trust me, this small step makes a real difference.
Pro cooking tips for arby's mac and cheese copycat
Roux Perfection
The roux is where the magic starts—never rush this step! Melt the 0.75 cup unsalted butter over medium heat until it foams, then whisk in the 0.5 cup all-purpose flour all at once. Cook for 3-4 minutes until it turns a golden-brown color and smells nutty—this is your flavor foundation.
If it darkens too quickly, reduce the heat slightly. A well-developed roux prevents that "raw flour" taste that ruins the sauce. 🌡️
Cheese Melting Secrets
Use block cheddar instead of pre-shredded—it melts smoother and creates fewer clumps. Add the 2 cups sharp cheddar and 1 cup American cheese gradually while stirring on low heat to prevent scorching.
The American cheese adds that signature stretchiness Arby's is known for. If your sauce gets too thick, whisk in 1 tbsp milk at a time until it reaches that perfect, spoonable consistency.
Pasta Water Hack
Never rinse your pasta after draining—those starchy waters are liquid gold for this recipe! If your sauce starts looking too thick after combining with the pasta, add 2-3 tablespoons of pasta water at a time.
This keeps the sauce silky and clingy rather than gluey. I've found that De Cecco or Barilla elbow macaroni works best because they hold up well to the sauce without turning mushy.
Breadcrumb Crispiness
For that perfect golden crust, use Japanese-style panko breadcrumbs (like Trader Joe's) mixed with 2 tbsp extra-virgin olive oil. The oil helps create that irresistible crunch while keeping the breadcrumbs from absorbing too much moisture.
Press them lightly onto the sauce before baking—this ensures they stick and crisp up beautifully. Pro tip: Toast the breadcrumbs in the oven for 3-4 minutes before mixing with oil if you're short on time.
Baking Temperature
Preheat your oven to 375°F and bake for 20-25 minutes until the breadcrumbs turn a deep golden brown. If you notice the top browning too quickly, tent the dish with foil for the last 5 minutes to prevent burning.
The internal temperature should reach 165°F for food safety. The resting period is crucial—let it sit for 10 minutes before slicing so the cheese sets slightly and the crust firms up.
Leftovers Strategy
Store leftovers in an airtight container with parchment paper between layers to keep that crispy topping intact. Reheat covered in the microwave for 1-2 minutes or in the oven at 350°F for 10-15 minutes until heated through. The flavors actually improve overnight as the cheeses meld together.
This dish keeps well in the fridge for 3-4 days and freezes beautifully for up to 2 months—just thaw in the fridge overnight for best results. 💫
Nutrition facts
Frequently asked questions
Why does this copycat recipe use both cheddar and American cheese?
The combination is key to replicating Arby's signature texture. Sharp cheddar delivers that bold, tangy flavor while American cheese provides the signature stretchiness and creaminess. The American cheese also helps create that ultra-smooth, velvety sauce that clings perfectly to the noodles.
Can I make this recipe without panko breadcrumbs?
For a crispy topping, use regular breadcrumbs toasted in the oven for 3-4 minutes at 350°F before mixing with olive oil. Japanese-style panko gives the best texture, but any breadcrumbs will work in a pinch. Just press them lightly onto the sauce before baking for that golden crust.
What's the best way to reheat leftovers without losing the crispy topping?
Cover with foil and reheat in the oven at 350°F for 10-15 minutes until warmed through. For microwave reheating, cover with a damp paper towel and heat in 30-second intervals until hot. The oven method preserves the crispy texture better, while the microwave works for quick fixes when you're in a hurry.
Can I make this vegetarian or vegan?
For a vegetarian version, use dairy-free butter and cheese substitutes like Miyoko's or Violife shreds. For vegan, swap the milk for unsweetened almond milk and use vegan cheese. The texture will be slightly different, but you can still achieve that creamy, cheesy flavor. Just reduce the baking time by 2-3 minutes to prevent over-browning.
Why does my breadcrumb topping sometimes get soggy?
Soggy topping usually happens when the breadcrumbs absorb too much moisture.