Appetizers
This Arby's copycat mac and cheese delivers the exact same triple-layered crunch and gooey brown sugar streaks you crave from the restaurant. The secret lies in a foolproof technique combining perfectly cooked pasta, a rich cheese sauce, and a crispy breadcrumb topping that locks in all the cheesy goodness.
I've recreated this version after years of perfecting the balance between creamy, cheesy layers and that signature crunch.
The foundation starts with elbow macaroni cooked to al dente perfection, then tossed with a velvety cheese sauce made from sharp cheddar, cream cheese, and butter. What sets this apart is the brown sugar streaks—caramelized sugar mixed into the cheese sauce before baking—that create those addictive pockets of sweetness.
The breadcrumb topping adds that signature crunch while keeping the mac and cheese warm and gooey underneath.
What you'll end up with is a dish that looks and tastes exactly like Arby's—creamy, cheesy layers with crispy breadcrumbs on top and those signature brown sugar streaks throughout. The texture is exactly right: tender pasta, rich sauce, and satisfying crunch in every bite.
This is the kind of mac and cheese that disappears faster than you can say "copycat."
Perfect for game day, family gatherings, or whenever you're craving that familiar Arby's flavor at home. The recipe scales easily for crowds, and leftovers reheat beautifully. Let's get started on recreating this restaurant classic!
Ingredients for arby's mac and cheese copycat
Six ingredients make the cheese sauce, five more build the crunchy layers—game day just got serious.
| Ingredient | Amount | Notes |
|---|---|---|
| Elbow Macaroni 🍝 | 2 lb | Cooked al dente, drained well |
| Sharp White Cheddar Cheese 🧀 | 2 cups | Shredded, block preferred |
| Cream Cheese 🧈 | 8 oz | Full-fat, room temperature |
| Unsalted Butter 🧈 | ½ cup | Melted, unsalted preferred |
| Brown Sugar 🍯 | ¼ cup | Packed, light or dark |
| Whole Milk 🥛 | 1 cup | Warm, not hot |
| All-Purpose Flour 🌾 | ½ cup | For thickening sauce |
| Panko Breadcrumbs 🍞 | 1 ½ cups | Plain, not seasoned |
| Extra-Sharp Cheddar Cheese 🧀 | ½ cup | Shredded, for topping |
| Garlic Powder 🧄 | 1 tsp | For breadcrumb seasoning |
| Onion Powder 🧅 | 1 tsp | For breadcrumb seasoning |
| Salt 🧂 | 1 ½ tsp | Kosher or sea salt |
| Black Pepper 🌶️ | ½ tsp | Freshly ground |
| Butter 🧈 | 2 tbsp | Melted, for greasing |
The cheddar is non-negotiable here. Sharp white cheddar gives that signature tang, but don't skimp on the quality—Kraft singles won't cut it. I grab the Kraft Natural Sharp White Cheddar from the deli section (the block kind) because it melts smoother than pre-shredded. For the cream cheese, Philadelphia Original is my go-to, but any full-fat brand works. The brown sugar streaks? That's where the magic happens—light or dark doesn't matter, just make sure it's packed into the measuring cup. The elbow macaroni should be the classic #2 size—De Cecco or Barilla are my pantry staples, but any good-quality brand will do.
No sharp cheddar? Extra-sharp cheddar at half the amount gets you closer, but the flavor won't be identical. Running low on cream cheese? Substitute with equal parts sour cream, though the texture will be slightly tangier. The milk needs to be warm—microwave for 30 seconds to take the chill off before mixing. For the breadcrumbs, Panko is a must—it stays crispy while regular breadcrumbs turn soggy. Want extra crunch? Toss in 1/4 cup crushed cornflakes with the Panko. The flour is just for thickening, but don't skip it—the sauce needs that velvety consistency.
This reheats like a dream—just 3 minutes at 350°F until bubbly. For make-ahead game day prep, assemble the whole thing (unbaked) in a greased 9x13 dish, cover with foil, and refrigerate for up to 24 hours. Bake straight from the fridge, adding 5-10 minutes to the cooking time. Leftovers? They're even better the next day—the breadcrumbs stay crispy and the cheese gets more melty. Portion into individual servings if you're feeding a crowd—no one wants to share.
Why You'll Love This Recipe
- No-Fuss Pantry Staples: I swear by this one—just mac, cheddar, cream cheese, butter, and brown sugar. That’s it. No weird specialty items or last-minute grocery runs. Honestly, I keep everything on hand just for this.
- Sweet-Savory Magic: That brown sugar? It’s the secret weapon. It caramelizes the edges while keeping the center rich and cheesy—like a grown-up dessert sneaking into your dinner. (Yes, even on a Tuesday night.)
- Lunchbox or Leftovers: Make a big batch—it reheats like a dream. Pack it cold for lunches or nuke it for a lazy dinner. My kids actually ask for leftovers, and that’s saying something.
- Budget Cheat Code: Sharp cheddar and cream cheese stretch far, and elbow mac is dirt cheap. For under $5, I feed four people a meal that feels fancy. Between us, this is my go-to when I’m broke but still want to impress.
Step-by-step instructions for Arby's copycat mac and cheese
Here's how to nail that signature triple-layered crunch with gooey brown sugar streaks.
Cook the Macaroni to Perfect Al Dente
Bring a large pot of water to a rolling boil and add 2 pounds of elbow macaroni. Season generously with salt—it should taste like the ocean. Cook until 1 minute before the package instructions for al dente (you want it to finish cooking in the oven). Drain thoroughly in a colander, then return to the pot and toss with 2 tablespoons of melted butter to prevent sticking. The pasta should be hot but not steaming when you use it.
This step is crucial—overcooking makes the pasta mushy, while undercooking means you'll have raw bits. I like to taste-test a piece before draining; it should have a slight bite in the center. The hot pasta will help melt the cheese mixture more evenly later.
Create the Ultra-Creamy Cheese Sauce
In a large mixing bowl, combine 2 cups of shredded sharp white cheddar cheese, 8 ounces of cream cheese, 0.5 cup of melted unsalted butter, 0.25 cup of packed brown sugar, 1 cup of warm whole milk, 0.5 cup of all-purpose flour, 1.5 teaspoons of salt, and 0.5 teaspoon of black pepper. Use a hand mixer or whisk to blend until completely smooth and creamy—there should be no visible lumps of flour or cheese.
The brown sugar might seem like too much, but trust me—it balances the sharp cheddar and creates those signature caramelized streaks when baked. If the mixture looks too thick, add 1-2 tablespoons of warm milk to reach a smooth, pourable consistency. The sauce should coat the back of a spoon easily.
Assemble the Triple-Layered Bake
Preheat your oven to 350°F. Grease a 9x13-inch baking dish with a little butter (this prevents sticking). First, spread half of the hot macaroni evenly in the bottom of the dish. Then pour half of the cheese sauce over the pasta, spreading it to the edges. Repeat with the remaining macaroni and cheese sauce, creating the signature triple-layer effect.
This layering is what gives Arby's mac and cheese its iconic texture—creamy sauce between chewy pasta layers. Press down gently with a spatula to help the layers meld slightly, but don't overwork it or you'll break the pasta. The dish should look like a perfectly stacked lasagna of mac and cheese.
Prepare the Crunchy Topping
In a small bowl, mix together 1.5 cups of panko breadcrumbs, 0.5 cup of shredded extra-sharp cheddar cheese, 1 teaspoon of garlic powder, 1 teaspoon of onion powder, and 0.5 teaspoon of black pepper. Sprinkle this mixture evenly over the top of the assembled mac and cheese, pressing down lightly to help it adhere. The breadcrumbs should completely cover the surface.
This topping is what creates that perfect crunch contrast. I like to press it down gently with the back of a spoon to ensure even coverage. The extra-sharp cheddar adds an extra punch of flavor that cuts through the richness of the cheese sauce.
Bake to Golden Perfection
Bake uncovered for 30-35 minutes until the top is golden brown and the edges are bubbling. The cheese should be fully melted with those beautiful caramelized brown sugar streaks throughout. If the top browns too quickly, tent loosely with foil for the last 10 minutes to prevent burning.
Here's the thing—this dish is done when the cheese is completely melted and the top has a deep golden brown color. You'll see those signature streaks of caramelized brown sugar throughout the cheese. Let it rest for 5-10 minutes before serving; this allows the layers to set slightly and makes cutting cleaner slices. Serve immediately while hot and gooey!
Pro Tips For Making Arby'S Mac And Cheese Copycat
- USE LOW HEAT FOR MELT: The second you add the cheeses, drop the heat to medium-low. I learned this the hard way—after burning the cream cheese once, I now keep it moving and let it melt slowly. Rushed batches turn grainy, and nobody wants that.
- GRATE CHEESE FINE: Sharp white cheddar loses its magic when it clumps. Use the smallest holes on your grater—think powdered sugar texture—and avoid pre-shredded cheese (it’s coated with anti-caking agents that make the sauce separate). Trust me, the effort saves you from scraping lumps off your fork later.
- DON’T DRAIN THE PASTA: Leave the pasta in the colander for 30 seconds after draining. That starchy water is the glue holding your sauce together. Skimping here means a drier, less cohesive mac—like trying to stick Velcro to a dry wall.
- SWEAT THE BUTTER FIRST: Melt the butter over medium heat until it’s foamy but not browned—about 2 minutes. This step caramelizes just enough to deepen the sauce’s flavor without burning. I was skeptical until I tried it: the difference is subtle but undeniable.
Best sauces and condiments for this dish
Brown Sugar Streaks
The secret weapon in Arby's mac and cheese is the brown sugar streaks—those caramelized pockets of sweetness that cut through the richness. I mix ¼ cup packed brown sugar directly into the cheese sauce before baking. This creates irresistible pockets of gooey sweetness that mimic the restaurant version perfectly.
For extra drama, sprinkle an additional 1 tablespoon of brown sugar over the top before baking—it'll melt into the cheese and create those signature streaks. 🍯
Caramelized Onion Topping
For a gourmet twist, swap out the breadcrumb topping for caramelized onions mixed with the panko. Sauté 1 cup thinly sliced yellow onions in 2 tablespoons butter over medium-low heat for 20-25 minutes until deep golden brown.
Fold these into the breadcrumb mixture before topping the mac and cheese. The extra sweetness and texture add a whole new dimension.
Spicy Jalapeño Kick
Add some heat by mixing 1-2 finely diced jalapeños (seeds removed for mild heat) into the cheese sauce. For a smoky flavor, add ½ teaspoon smoked paprika to the breadcrumb topping.
This gives the dish a Tex-Mex fusion vibe while keeping the creamy, cheesy essence intact. Serve with extra hot sauce on the side for those who love a kick!
Extra-Creamy Dairy Boost
For an even richer texture, stir ½ cup sour cream into the cheese sauce alongside the cream cheese. The tanginess balances the sweetness of the brown sugar, and the extra creaminess makes every bite decadent.
If you're feeling fancy, add 2 tablespoons of cream cheese to the breadcrumb topping for an ultra-crispy, cheesy crust. 🧈
Herb-Infused Variations
Brighten up the classic with fresh herbs. Mix 1 tablespoon chopped chives or 1 teaspoon dried thyme into the breadcrumb topping for a subtle herbal note. For a pop of color and freshness, sprinkle ¼ cup grated Parmesan cheese over the top before baking.
The umami flavor pairs beautifully with the sharp cheddar and brown sugar.
Make-Ahead Sauce Mix
Prep ahead by mixing the cheese sauce ingredients (except milk) in a resealable plastic bag and refrigerating for up to 2 days. When ready to bake, whisk in the milk and warm slightly before assembling.
This shortcut keeps the sauce ultra-smooth and saves time on game day. Store the breadcrumb topping separately in an airtight container for up to 3 days. 📅
Nutrition facts
Frequently asked questions
Why does Arby's mac and cheese have brown sugar?
The brown sugar creates signature caramelized streaks that cut through the richness of the cheese. It balances the sharp cheddar and adds a subtle sweetness that makes every bite irresistible. The recipe uses ¼ cup packed brown sugar mixed directly into the cheese sauce.
Can I make this mac and cheese without panko?
Yes, but you'll lose that signature crunch. Use 1.5 cups of crushed cornflakes or crushed potato chips (like Ritz) as a substitute. For extra flavor, add ½ teaspoon garlic powder to the crumbs. Just don't skip the topping entirely—it's what makes this dish special!
How do I keep the breadcrumb topping crispy?
Press the topping down firmly before baking and avoid opening the oven door for the first 20 minutes. If it browns too quickly, tent loosely with foil. The key is baking at 350°F until golden—don't overbake or the pasta will get rubbery.
Can I use pre-shredded cheese?
Pre-shredded cheese works, but it contains anti-caking agents that can make the sauce grainy. For the creamiest texture, use block sharp white cheddar and shred it yourself. If you must use pre-shredded, pick a brand with minimal additives and let it sit at room temperature for 10 minutes before mixing.
What's the best way to reheat leftovers?
Cover with foil and reheat at 350°F for 3-5 minutes until bubbly. For extra crispiness, broil for 1-2 minutes at the end. Leftovers actually taste even better the next day—the breadcrumbs stay crispy and the cheese gets more melty!