Arby's Loaded Mac and Cheese Recipe: Smoky Bacon Crunch on Creamy Cheese Pockets

Arby's Loaded Mac and Cheese delivers that signature creamy, cheesy goodness with a smoky bacon crunch that's impossible to resist. 🔥 The secret lies in perfectly cooked macaroni bathed in a velvety cheese sauce, topped with crispy bacon bits and buttery breadcrumbs that create a golden, crackly crust.

I've recreated this restaurant favorite in my kitchen, ensuring every bite delivers that same indulgent experience at home.

What sets this dish apart is the balance of textures—tender pasta, rich cheese sauce, crispy bacon, and that addictive crunch from the breadcrumb topping. The slow-cooked cheese sauce develops deep, savory flavors, while the bacon adds a smoky depth that ties everything together.

This isn't just mac and cheese; it's a comforting, satisfying meal that brings Arby's iconic flavors to your table.

The process is straightforward but requires attention to detail, especially when baking to achieve that perfect golden brown crust while keeping the cheese pockets gooey inside. You'll start with al dente pasta, then layer it with the creamy cheese mixture, followed by the bacon and breadcrumbs.

A few minutes in the oven transforms this into a showstopping dish that's worth every calorie.

Serve this loaded mac and cheese as a hearty appetizer, a satisfying main course, or even a late-night craving cure. The combination of textures and flavors makes it a crowd-pleaser, and the leftovers reheat beautifully, keeping that crispy topping intact. Let's get started on recreating this classic dish at home!

Ingredients for arby's loaded mac and cheese

Sixteen ingredients, one iconic dish—creamy, cheesy, and packed with smoky bacon crunch.

The cheeses are non-negotiable here—block cheddar, Monterey Jack, and Colby shredded yourself yield the best texture. Bob Evans or Sargento make great pre-shredded options if you're short on time, but trust me on the block version. The bacon? Thick-cut, smoked is ideal—Oscar Mayer or Costco's Kirkland brand are my go-tos. For the pasta, elbow macaroni is key—it holds its shape better than shells or penne. If you're feeling fancy, De Cecco or Barilla are top-tier choices, but any good-quality brand works. Look for elbow macaroni labeled 'extra firm' if you can find it.

No sharp cheddar? Pepper Jack or Gouda can step in, but the tang is important. Subbing milk? Half-and-half works in a pinch, but the creaminess suffers. The butter matters—European-style like Plugrá adds extra richness. For the breadcrumb topping, panko is a must—it stays crispy. No panko? Regular breadcrumbs toasted in a dry pan work, but they won't be as light. The mustard powder might sound odd, but it cuts through the richness beautifully. If you're avoiding it, a pinch of Dijon mustard in the sauce works too.

This dish is a leftovers legend—reheats beautifully with just 2 minutes in the microwave. Store in an airtight container for 4-5 days or freeze for up to 3 months. Pro tip: make the cheese sauce ahead and reheat it gently before assembling. The breadcrumb topping can be mixed with melted butter and stored separately. When reheating, cover with foil for 3 minutes to melt the cheese, then uncover for the last minute to crisp the topping. Every time.

Step-by-step instructions for Arby's loaded mac and cheese

Here's how to recreate that legendary smoky, cheesy, bacon-topped masterpiece at home.

Bring a large pot of water to a rolling boil and add 1.5 lbs elbow macaroni, along with 1.5 tsp salt. Stir immediately to prevent sticking. Cook for 11-12 minutes until the pasta is al dente—it should have a slight bite when you test a piece. Drain well but reserve 1 cup of pasta water—this starchy liquid is your secret weapon for ultra-creamy sauce.

I always taste-test the pasta before draining. It should feel firm but still have a tiny bit of resistance in the center. Overcooking leads to mushy mac and cheese, and nobody wants that. Transfer the drained pasta to a large mixing bowl and set aside.

In the same pot you cooked the pasta, melt 0.5 cup butter over medium heat. Once melted, whisk in 0.25 cup all-purpose flour and cook for 1-2 minutes until it forms a smooth, pale roux. This will be the base of your sauce.

Slowly whisk in 1 cup whole milk and 1 cup heavy cream, allowing each addition to fully incorporate before adding more. Bring the mixture to a gentle simmer and cook for 3-4 minutes until it thickens slightly. Here's the thing—don't rush this step. The sauce needs time to develop proper body and flavor.

Reduce heat to low and begin adding the cheeses in stages. First, sprinkle in 1 cup Colby cheese, stirring constantly until fully melted. Then add 1.5 cups Monterey Jack cheese, followed by 2 cups sharp cheddar cheese. Stir vigorously after each addition to prevent clumping.

Once all the cheese is melted and the sauce is smooth and glossy, stir in 1 tsp mustard powder, 0.5 tsp garlic powder, and 0.5 tsp black pepper. The mustard powder adds that subtle tang that makes this mac and cheese so addictive. Taste and adjust seasoning if needed—you might want to add a pinch more salt depending on your bacon.

Add the cooked elbow macaroni to the cheese sauce and stir gently but thoroughly to coat each noodle. The sauce should be thick enough to cling but still have a slight sheen. If it's too thick, add pasta water 1 tablespoon at a time until you reach the perfect consistency—creamy but not soupy.

For the signature "loaded" effect, divide the mac and cheese among 6 greased 8-ounce ramekins or a single large baking dish. Press down gently on each portion to create a smooth surface. This step is crucial for those perfect cheese pockets that ooze when you cut into them.

In a small bowl, mix 0.75 cup panko breadcrumbs with 0.25 cup melted butter until evenly combined. Sprinkle this mixture evenly over each cheese pocket, then scatter 1.5 cups crumbled cooked bacon on top. The panko adds texture while the bacon delivers that smoky, salty punch that makes this dish legendary.

Bake at 375°F for 15-20 minutes until the tops are golden brown and bubbly. The cheese should be melted through with a slight crust on top. Let it rest for 5 minutes before serving—this allows the cheese to set slightly and makes cutting cleaner. Serve immediately with a side of crusty bread to soak up every last creamy bite.

Essential equipment for this dish

Essential Baking Dish

For that signature Arby's-style loaded mac and cheese, you'll need a greased 8-ounce ramekin for each serving or a 9x13-inch baking dish for the whole recipe. I recommend CorningWare or Ceramicstone dishes—they distribute heat evenly and prevent sticking.

If using ramekins, arrange them on a baking sheet for easy transfer. For a single large batch, a rectangular glass baking dish works perfectly. 🍽️

Mixing Bowls

Use a large mixing bowl (at least 8-quart capacity) for combining the cooked pasta and cheese sauce. A stainless steel bowl is ideal because it won’t absorb flavors, but a glass or ceramic bowl works too.

I like OXO Good Grips bowls—they’re durable and have ergonomic handles. Avoid plastic if you’re making this ahead, as it can warp when hot.

Cheese Grater

For the best texture, shred your own cheese using a box grater or microplane. A Slicer brand cheese grater with adjustable blades is my go-to—it gives you control over shred size.

Pre-shredded cheese often contains anti-caking agents that make the sauce grainy. If you’re short on time, Sargento or Bob Evans pre-shredded cheeses are the closest store-bought alternatives. 🧀

Whisk & Spatula

A balloon whisk is essential for creating a smooth cheese sauce without lumps. I use a Cuisinart stainless steel whisk—it’s sturdy and won’t bend when stirring hot mixtures.

For folding in the pasta, a heat-resistant silicone spatula (like OXO Good Grips) helps scrape every last bit from the bowl. Avoid metal spatulas that can scratch non-stick surfaces.

Measuring Tools

Precision matters here! Use a liquid measuring cup for the milk, cream, and butter, and a dry measuring cups set for the flour and breadcrumbs. I swear by Pyrex measuring cups—they’re clear, durable, and accurate.

For spices like mustard powder and garlic powder, a small measuring spoon set (like McElroy metal ones) ensures you don’t overdo it. A kitchen scale isn’t required, but it’s handy for weighing cheeses if you’re feeling fancy. 📏

Bacon Prep Tools

To get that crispy, crumbled bacon just right, you’ll need a sharp chef’s knife and a cutting board. I recommend Wüsthof or Victorinox knives—they stay sharp and make quick work of chopping.

For cooking the bacon, a cast-iron skillet (like Lodge) is perfect—it holds heat well and adds a slight smokiness. If you’re short on time, pre-cooked bacon bits from Oscar Mayer work, but fresh is always better. 🥓

Frequently asked questions