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Preheat your oven to 375°F (190°C). Lightly grease a 2-quart baking dish.

Cook the elbow macaroni according to package directions in a large pot of salted boiling water until al dente. Drain well and set aside.

While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 1/4 cup of butter over medium heat.
Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, until a smooth paste (roux) forms and smells slightly nutty.

Gradually whisk in the warm whole milk, a little at a time, ensuring no lumps form. Continue to whisk until the sauce thickens and comes to a gentle simmer, about 5-7 minutes.

Remove the saucepan from the heat. Stir in the shredded cheddar cheese and Gruyère (if using) until completely melted and smooth.

Stir in the Dijon mustard, Worcestershire sauce, salt, black pepper, and nutmeg (if using). Taste and adjust seasonings as needed.

Add the cooked and drained macaroni to the cheese sauce. Stir gently until the macaroni is 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 this mixture evenly over the top of the macaroni and cheese.

Bake for 25-30 minutes, or until the topping is golden brown and the cheese sauce is bubbly.

Let the mac and cheese rest for 5-10 minutes before serving to allow the sauce to set slightly.


Preheat your oven to 375°F (190°C). Lightly grease a 2-quart baking dish.

Cook the elbow macaroni according to package directions in a large pot of salted boiling water until al dente. Drain well and set aside.

While the pasta cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 1/4 cup of butter over medium heat.
Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, until a smooth paste (roux) forms and smells slightly nutty.

Gradually whisk in the warm whole milk, a little at a time, ensuring no lumps form. Continue to whisk until the sauce thickens and comes to a gentle simmer, about 5-7 minutes.

Remove the saucepan from the heat. Stir in the shredded cheddar cheese and Gruyère (if using) until completely melted and smooth.

Stir in the Dijon mustard, Worcestershire sauce, salt, black pepper, and nutmeg (if using). Taste and adjust seasonings as needed.

Add the cooked and drained macaroni to the cheese sauce. Stir gently until the macaroni is 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 this mixture evenly over the top of the macaroni and cheese.

Bake for 25-30 minutes, or until the topping is golden brown and the cheese sauce is bubbly.

Let the mac and cheese rest for 5-10 minutes before serving to allow the sauce to set slightly.
