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

Bring a large pot of generously 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 macaroni cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 1/4 cup of unsalted butter over medium heat. Add the all-purpose flour and whisk constantly for 1-2 minutes to create a roux, ensuring no lumps remain.

Gradually whisk in the warmed whole milk, a little at a time, until smooth and fully incorporated. Continue whisking and cook for 3-5 minutes, until the sauce thickens.

Remove the saucepan from the heat. Stir in 2 cups of the shredded sharp cheddar cheese, the Monterey Jack cheese, and the softened cream cheese until completely melted and smooth. Add the Dijon mustard, 1 teaspoon of salt, black pepper, and nutmeg. Stir until well combined.

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

Pour the macaroni and cheese mixture into the prepared baking dish. Sprinkle the remaining 1/2 cup of shredded sharp cheddar cheese evenly over the top.

In a small bowl, combine the panko breadcrumbs with the 2 tablespoons of melted butter. Sprinkle this mixture evenly over the cheese layer.

Bake for 20-25 minutes, or until the mac and cheese is bubbly around the edges and the topping is golden brown. If the topping browns too quickly, you can loosely tent it with aluminum foil.

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


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

Bring a large pot of generously 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 macaroni cooks, prepare the cheese sauce. In a large saucepan or Dutch oven, melt 1/4 cup of unsalted butter over medium heat. Add the all-purpose flour and whisk constantly for 1-2 minutes to create a roux, ensuring no lumps remain.

Gradually whisk in the warmed whole milk, a little at a time, until smooth and fully incorporated. Continue whisking and cook for 3-5 minutes, until the sauce thickens.

Remove the saucepan from the heat. Stir in 2 cups of the shredded sharp cheddar cheese, the Monterey Jack cheese, and the softened cream cheese until completely melted and smooth. Add the Dijon mustard, 1 teaspoon of salt, black pepper, and nutmeg. Stir until well combined.

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

Pour the macaroni and cheese mixture into the prepared baking dish. Sprinkle the remaining 1/2 cup of shredded sharp cheddar cheese evenly over the top.

In a small bowl, combine the panko breadcrumbs with the 2 tablespoons of melted butter. Sprinkle this mixture evenly over the cheese layer.

Bake for 20-25 minutes, or until the mac and cheese is bubbly around the edges and the topping is golden brown. If the topping browns too quickly, you can loosely tent it with aluminum foil.

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