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

While the macaroni is cooking, melt the butter in a large saucepan or Dutch oven over medium heat.

Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, to create a roux. Do not let it brown.

Gradually whisk in the milk, a little at a time, until smooth. Continue to whisk constantly as the sauce thickens, about 5-7 minutes. Bring to a gentle simmer.

Remove the saucepan from the heat. Stir in 2 cups of the shredded sharp cheddar cheese until completely melted and smooth. Season with salt, black pepper, and ground nutmeg.

Add the cooked and drained elbow macaroni to the cheese sauce. Stir gently until all the macaroni is evenly coated.

Serve immediately, garnished with the remaining 1/2 cup of shredded sharp cheddar cheese, if desired.


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

While the macaroni is cooking, melt the butter in a large saucepan or Dutch oven over medium heat.

Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, to create a roux. Do not let it brown.

Gradually whisk in the milk, a little at a time, until smooth. Continue to whisk constantly as the sauce thickens, about 5-7 minutes. Bring to a gentle simmer.

Remove the saucepan from the heat. Stir in 2 cups of the shredded sharp cheddar cheese until completely melted and smooth. Season with salt, black pepper, and ground nutmeg.

Add the cooked and drained elbow macaroni to the cheese sauce. Stir gently until all the macaroni is evenly coated.

Serve immediately, garnished with the remaining 1/2 cup of shredded sharp cheddar cheese, if desired.
