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Preheat your oven to 375°F (190°C). Lightly grease a 9x13 inch baking dish.

Bring a large pot of generously salted water to a rolling boil. Add the pasta and cook according to package directions until al dente. Drain well and set aside.

While the pasta cooks, melt 4 tablespoons of unsalted butter in a large saucepan or Dutch oven over medium heat. Add the finely diced yellow onion and grated carrots. Sauté for 5-7 minutes, or until the vegetables are softened. Add the minced garlic and cook for another 1 minute until fragrant.

Sprinkle the all-purpose flour over the sautéed vegetables and stir constantly for 1-2 minutes to create a roux. This will cook out the raw flour taste.

Gradually whisk in the milk, a little at a time, ensuring no lumps form. Continue whisking until the sauce is smooth and begins to thicken, about 5-7 minutes. Bring to a gentle simmer, then reduce heat to low.

Remove the saucepan from the heat. Stir in the shredded sharp cheddar cheese until completely melted and smooth. Add the ground nutmeg, salt, and black pepper. Taste and adjust seasonings as needed.

Add the cooked and drained pasta to the cheese sauce. Stir gently until the pasta is evenly coated.

Pour the pasta mixture into the prepared baking dish, spreading it evenly.

In a small bowl, combine the panko breadcrumbs and grated Parmesan cheese. If desired, drizzle with 2 tablespoons of melted unsalted butter and toss to coat. Sprinkle this mixture evenly over the top of the pasta.

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


Preheat your oven to 375°F (190°C). Lightly grease a 9x13 inch baking dish.

Bring a large pot of generously salted water to a rolling boil. Add the pasta and cook according to package directions until al dente. Drain well and set aside.

While the pasta cooks, melt 4 tablespoons of unsalted butter in a large saucepan or Dutch oven over medium heat. Add the finely diced yellow onion and grated carrots. Sauté for 5-7 minutes, or until the vegetables are softened. Add the minced garlic and cook for another 1 minute until fragrant.

Sprinkle the all-purpose flour over the sautéed vegetables and stir constantly for 1-2 minutes to create a roux. This will cook out the raw flour taste.

Gradually whisk in the milk, a little at a time, ensuring no lumps form. Continue whisking until the sauce is smooth and begins to thicken, about 5-7 minutes. Bring to a gentle simmer, then reduce heat to low.

Remove the saucepan from the heat. Stir in the shredded sharp cheddar cheese until completely melted and smooth. Add the ground nutmeg, salt, and black pepper. Taste and adjust seasonings as needed.

Add the cooked and drained pasta to the cheese sauce. Stir gently until the pasta is evenly coated.

Pour the pasta mixture into the prepared baking dish, spreading it evenly.

In a small bowl, combine the panko breadcrumbs and grated Parmesan cheese. If desired, drizzle with 2 tablespoons of melted unsalted butter and toss to coat. Sprinkle this mixture evenly over the top of the pasta.

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