Ingredients:

  • 14 oz Elbow Macaroni or Medium Shells
  • 1 Tbsp Kosher Salt (for the boiling water)
  • 4 Tbsp Unsalted Butter (for the sauce)
  • 4 Tbsp All-Purpose Flour
  • 3 cups Whole Milk (warmed)
  • 1 tsp Dijon Mustard
  • 1/2 tsp Worcestershire Sauce
  • 1/4 tsp Freshly Grated Nutmeg
  • Salt and Black Pepper to taste
  • 12 oz Sharp Cheddar Cheese (grated, divided)
  • 6 oz Gruyère or Monterey Jack Cheese (grated)
  • 2 oz Cream Cheese (softened, cut into small cubes)
  • 1 cup Panko Breadcrumbs
  • 2 Tbsp Unsalted Butter (melted, for topping)

Instructions:

  1. Preheat the oven to 375°F (190°C). Lightly butter the 9x13 baking dish.
  2. Grate the Cheddar and Gruyère. Mix 10 oz of the Cheddar and all the Gruyère together. Reserve the remaining 2 oz of grated Cheddar for the topping.
  3. Gently warm the whole milk in a separate saucepan or microwave until steaming, but not boiling. This prevents lumps in the sauce.
  4. Bring a large pot of heavily salted water to a rolling boil. Add the pasta and cook 1–2 minutes less than the package directs (it should be very firm, or al dente). Drain thoroughly and set aside.
  5. In the heavy-bottomed saucepan, melt 4 Tbsp butter over medium heat. Whisk in the flour and cook, stirring constantly, for 60–90 seconds until the mixture is sandy and smells slightly nutty (the roux).
  6. Slowly pour the warm milk into the roux, whisking continuously to prevent lumps and form the béchamel.
  7. Increase the heat to medium-high and bring the sauce to a gentle simmer, stirring frequently. Once it coats the back of a spoon (about 5-7 minutes), remove it immediately from the heat.
  8. Stir in the Dijon mustard, Worcestershire sauce, nutmeg, salt, and pepper.
  9. Working quickly, add the cubed cream cheese and stir until fully melted and incorporated.
  10. Add the main cheese mixture (Cheddar/Gruyère blend) in three stages, stirring until each batch is fully melted and smooth before adding the next. Do not put the pot back on the heat.
  11. Pour the finished cheese sauce over the drained pasta in the large pot. Stir until every piece of pasta is thoroughly coated.
  12. Transfer the mac and cheese mixture into the prepared baking dish, levelling the top.
  13. In a small bowl, combine the Panko breadcrumbs and 2 Tbsp melted butter. Mix well.
  14. Sprinkle the breadcrumbs evenly over the pasta, followed by the remaining 2 oz of reserved grated Cheddar. Bake for 20–25 minutes, or until the sauce is visibly bubbling and the topping is deeply golden brown and crisp.
  15. Remove from the oven and let rest on the counter for 10 minutes before serving. This allows the sauce to set up perfectly.