Popeyes Mac and Cheese Copycat Recipe

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Popeyes Mac and Cheese is made with real butter and topped with cheddar cheese… just like this copycat version! I like to throw in some Monterey Jack and Velveeta too, just to make it extra creamy. Have a pan in the oven with just 15 minutes of prep, then bake until the top is golden brown and bubbly. YUM!!

titled: Popeyes Mac and Cheese Recipe


Popeyes Mac and Cheese

Nothing says Southern eatin’ like baked mac and cheese, and Popeye’s Louisiana Kitchen is famous for theirs!

I always get their red beans and rice, and I figured since I already have about a million mac and cheese recipes, I didn’t need one more.

But then I took one bite of that creamy, gooey goodness and I knew I was wrong!

The secret is that little bit of extra cheese baked on top. And when it’s broiled… oh my! Crispy, crunchy, yum yum yum.

I’m no stranger to Southern cooking, thanks to my nana’s recipe book.

Whether it’s skillet cornbread, a big bowl of potato salad, or a juicy summer peach cobbler, there’s always a way to remember her in the kitchen. 

ingredients for popeyes mac and cheese recipe

Ingredient Notes and Substitutions

  • Pasta – Use classic elbows for mac and cheese like Popeyes, or switch it up with shells, penne, or cavatappi.

    Whichever you choose, cook to al dente according to the package directions — and only use half the box!
  • Butter & Flour – Together, these make a roux — the foundation of any good cream sauce, especially cheese sauce! All-purpose flour works just fine.
  • Cheese – Popeyes mac and cheese recipe calls for sharp cheddar, but I find it’s a little one-note.

    Monterey Jack and Velveeta make things a little more interesting and make the sauce nice and creamy too!

    You can also swap in your favorites for a different taste. Find inspiration from my best baked macaroni recipes.
  • Whole Milk – Since the roux and cheese will thicken everything nicely, all you need is regular milk to make the sauce. Let it sit on the counter for a bit to remove the chill.

    I prefer whole milk, but whatever you have on hand will do the job! And you can certainly add in some heavy cream to make it extra rich.
  • Seasonings – All you need are salt, black pepper, and a little paprika for this Popeyes mac and cheese recipe.
milk, spices and flour added to a large pot

Tips and Tricks to Make Mac and Cheese Like Popeyes

  • Take your time when making the sauce.

If you try to rush it, it will likely separate or become grainy — patience is key!

Stir frequently while making the roux, keeping the mixture moving so it doesn’t burn.

Once it darkens a bit and smells nutty, slowly pour in the milk and continue stirring so it doesn’t cause the roux to clump.

Then, mix in the spices and reduce the heat to low. Add a handful of shredded cheese at a time, allowing it to melt completely before adding more.

  • Don’t forget the extra cheddar and Monterey Jack on top!

Shred a little extra of each and mix them together. Once you’ve combined the pasta with cheese sauce and poured it into your baking dish, sprinkle this mixture on top.

Not only does it make everything a little extra gooey, but it helps prevent copycat Popeyes mac and cheese from drying out in the oven.

  • Create an extra crispy cheese topping.

Once baked, switch your oven to broil and cook Popeyes macaroni and cheese for an additional 2-3 minutes.

The top will get extra browned and bubbly and start to crisp around the edges. Watch closely so it doesn’t burn!

adding cheese to pot for popeyes mac and cheese recipe

Prep Ahead

  • Shred cheese
  • Bring milk to room temp
  • Grease baking dish
  • Preheat oven to 375°F

Kitchen Tools You Will Need

  • 9×13 Baking Dish – This set is one of my favorites! It comes with a lid for easy storage and is great for casseroles too.
  • Large Pot and Strainer for the pasta 
  • Large Saucepan – Choose a heavy-bottomed one so the heat is distributed more evenly and doesn’t scald the cheese sauce.
  • Cheese Grater – Fresh cheese makes this recipe even better! Skip the bagged shreds and buy a block to grate yourself.
elbow macaroni added to sauce for popeyes mac and cheese

Serving Suggestions 

This comfort food dish is the perfect side for a weeknight dinner, holiday meal, and everything in between.

Add a scoop to your plate with pork chops, beef ribs, and of course — fried chicken!

Add some coleslaw or mashed potatoes and gravy, and you’ve got yourself a full takeout spread without ever needing to leave home!

Or, make Popeyes macaroni and cheese a full meal by stirring in some protein before it goes in the oven!

Shredded chicken, ham, crispy bacon, and your favorite veggies would all be tasty.

popeyes mac and cheese in a white baking dish

Storing and Reheating Popeyes Macaroni and Cheese

Allow leftovers to cool, then transfer to an airtight container or cover the pan tightly. Refrigerate for up to 3 days.

Reheat individual portions in the microwave, or warm the pan of Popeyes mac and cheese in the oven at 350°F. 

If you choose the oven, let the baking dish sit on the counter for 20-30 minutes first — this removes the chill so it doesn’t shatter.

Popeyes Mac and Cheese Recipe FAQ

What are the best spices for homemade mac and cheese?

Salt and pepper are a must, and paprika or nutmeg are common additions — in very small quantities, of course!

Give the cheese sauce a taste and make adjustments as needed. For more savory flavor, try onion powder, and a little mustard powder complements everything nicely. Want some heat? Sprinkle in some cayenne or Cajun seasoning instead!

And most importantly… salt your pasta water! Yes, cooking noodles in salted water is truly the secret to flavorful mac and cheese, Popeyes or otherwise.

Is Popeyes mac and cheese spicy?

No, despite the tingling heat this restaurant’s chicken is known for, their homestyle macaroni and cheese isn’t spicy at all.

And neither is this copycat version! You’re welcome to add some heat with spices and hot sauce, but the only spices used are salt, pepper, and paprika.

How do you get an extra creamy texture like Popeyes macaroni and cheese?

As mentioned, it’s all about how you make that Popeyes mac and cheese sauce! Cook the roux but don’t let it burn, add the milk slowly while stirring constantly, and melt in the cheese a little at a time.

If it starts to separate, you have a secret weapon available: pasta water! Reserve some before draining the cooked noodles, and stir in a little if the cheese sauce starts to look grainy.

fork digging into a bowl of popeyes mac and cheese

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closeup of gooey popeyes mac and cheese recipe

spoonful of popeyes mac and cheese

Popeyes Mac and Cheese Copycat Recipe

Donna Elick
Popeyes Mac and Cheese has all the gooey, tender, and creamy textures you crave. Make enough for the whole family at home in under an hour!
5 stars from 1 review
Tried this recipe?Please comment and review!
Prep Time 15 minutes
Cook Time 30 minutes
Total Time 45 minutes
Course Side Dish
Cuisine American
Method Oven
Servings 6 -8


  • 2 cups uncooked elbow macaroni, 8 ounces
  • 3 tablespoons butter
  • 2 tablespoons all-purpose flour
  • 2 cups whole milk
  • 1/2 teaspoon smoked paprika
  • 1/2 teaspoon black pepper
  • 1/2 teaspoon salt
  • 4 ounces sharp cheddar cheese, (1 cup shredded)
  • 4 ounces Monterey Jack cheese, (1 cup shredded)
  • 8 ounces Velveeta cheese, (cut into small cubes)
  • Additional 1/2 cup of mixed shredded cheddar and Monterey Jack cheese for topping


  • Preheat your oven to 375°F (190°C) and lightly grease a 9×13 baking dish.
  • Cook the elbow macaroni according to the package instructions until al dente. Drain and set aside.
  • In a large saucepan, melt the butter over medium heat. Stir in the flour to create a roux, cooking for about 2 minutes until it turns a light golden brown.
  • Slowly add the milk to the roux, stirring constantly to prevent lumps. Continue to cook and stir until the mixture thickens slightly.
  • Add the paprika, black pepper, and salt to the milk mixture, stirring well to combine.
  • Reduce the heat to low and add the cheddar cheese, Monterey Jack cheese, and Velveeta cheese to the saucepan. Stir until the cheese is completely melted and the sauce is smooth.
  • Add the cooked macaroni to the cheese sauce, stirring well to ensure that every piece of pasta is coated in the creamy cheese sauce.
  • Pour the mac and cheese into the prepared 9×13 baking dish. Sprinkle the additional 1/2 cup of mixed shredded cheese evenly on top.
  • Bake in the preheated oven for about 20 minutes, or until the cheese on top is bubbly and lightly browned.
  • Let the mac and cheese stand for a few minutes before serving. Enjoy!

Donna’s Notes

This recipe uses a mix of sharp cheddar, Monterey Jack, and Velveeta for a rich, creamy, and flavorful cheese sauce. You can experiment with different types of cheese based on your preference.
Make sure to cook the pasta al dente as it will continue to cook in the oven.
When making the roux, stir constantly to prevent it from burning.
The mac and cheese can be stored in an airtight container in the refrigerator for up to 3 days. Reheat in the oven or microwave until heated through.
For an extra crispy top, you can broil the mac and cheese for 2-3 minutes after baking. Watch it closely to prevent burning.


Serving: 1 | Calories: 514cal | Carbohydrates: 46g | Protein: 26g | Fat: 25g | Saturated Fat: 15g | Cholesterol: 76mg | Sodium: 1109mg | Sugar: 9g | Fiber: 2g | Calcium: 605mg | Iron: 1mg

All nutritional information is based on third party calculations and is only an estimate. Each recipe’s nutritional value will vary depending on the ingredients used, measuring methods, and portion sizes.

Tried this recipe?Let us know how it was!
Popeyes Mac and Cheese Recipe -PIN

Originally published May 2024

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