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

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 1/4 cup of unsalted butter over medium heat. Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, to create a roux.

Gradually whisk in the warmed whole milk until smooth. Bring the mixture to a gentle simmer, stirring frequently, until it thickens, about 5-7 minutes.

Remove the saucepan from the heat. Stir in 2 cups of the shredded sharp cheddar cheese, the gruyere cheese, cream cheese, Dijon mustard, 1 teaspoon of salt, black pepper, nutmeg, and cayenne pepper (if using). Stir until all the cheeses are melted and the sauce is smooth and creamy.

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

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

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

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

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 9x13 inch baking dish.

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 1/4 cup of unsalted butter over medium heat. Whisk in the all-purpose flour and cook for 1-2 minutes, stirring constantly, to create a roux.

Gradually whisk in the warmed whole milk until smooth. Bring the mixture to a gentle simmer, stirring frequently, until it thickens, about 5-7 minutes.

Remove the saucepan from the heat. Stir in 2 cups of the shredded sharp cheddar cheese, the gruyere cheese, cream cheese, Dijon mustard, 1 teaspoon of salt, black pepper, nutmeg, and cayenne pepper (if using). Stir until all the cheeses are melted and the sauce is smooth and creamy.

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

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

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

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

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