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Preheat oven to 375°F (190°C). Grease a 9x13 inch baking dish with butter or cooking spray.

Bring a large pot of salted water to a rolling boil. Add the elbow macaroni and cook according to package directions until al dente, about 7-9 minutes. Drain well and set aside.

While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt the butter over medium heat. Whisk in the flour and cook for 1-2 minutes, stirring constantly, to create a roux.

Gradually whisk in the warmed milk, a little at a time, until smooth and no lumps remain. Continue to whisk and cook for 5-7 minutes, until the sauce thickens.

Remove the saucepan from the heat. Stir in the Dijon mustard, Worcestershire sauce, garlic powder, onion powder, smoked paprika, salt, and black pepper.

Add the shredded sharp cheddar cheese and Gruyère cheese to the sauce, stirring until completely melted and smooth. Taste and adjust seasonings as needed.

Add the drained macaroni to the cheese sauce and stir until evenly coated.

Pour the macaroni and cheese mixture into the prepared baking dish. In a small bowl, combine the Panko breadcrumbs and melted butter. Sprinkle evenly over the top of the mac 'n' cheese.

Bake for 20-25 minutes, or until bubbly and the topping is golden brown. Let rest for 5 minutes before serving.


Preheat oven to 375°F (190°C). Grease a 9x13 inch baking dish with butter or cooking spray.

Bring a large pot of salted water to a rolling boil. Add the elbow macaroni and cook according to package directions until al dente, about 7-9 minutes. Drain well and set aside.

While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt the butter over medium heat. Whisk in the flour and cook for 1-2 minutes, stirring constantly, to create a roux.

Gradually whisk in the warmed milk, a little at a time, until smooth and no lumps remain. Continue to whisk and cook for 5-7 minutes, until the sauce thickens.

Remove the saucepan from the heat. Stir in the Dijon mustard, Worcestershire sauce, garlic powder, onion powder, smoked paprika, salt, and black pepper.

Add the shredded sharp cheddar cheese and Gruyère cheese to the sauce, stirring until completely melted and smooth. Taste and adjust seasonings as needed.

Add the drained macaroni to the cheese sauce and stir until evenly coated.

Pour the macaroni and cheese mixture into the prepared baking dish. In a small bowl, combine the Panko breadcrumbs and melted butter. Sprinkle evenly over the top of the mac 'n' cheese.

Bake for 20-25 minutes, or until bubbly and the topping is golden brown. Let rest for 5 minutes before serving.
