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

Cook the elbow macaroni according to package directions until al dente. Drain well and set aside.

While the pasta cooks, melt 1/4 cup of 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 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. Add the shredded leftover cheeses, Dijon mustard, Worcestershire sauce, nutmeg, salt, and black pepper. Stir until the cheeses are completely melted and the sauce is smooth and creamy.

Add the cooked and drained macaroni to the cheese sauce. Stir 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 with the 1 tablespoon of melted butter. Sprinkle the buttered breadcrumbs evenly over the top of the mac and cheese.

Bake for 20-25 minutes, or until the mac and cheese is bubbly and the topping is golden brown.

Let stand for 5 minutes before serving.


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

Cook the elbow macaroni according to package directions until al dente. Drain well and set aside.

While the pasta cooks, melt 1/4 cup of 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 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. Add the shredded leftover cheeses, Dijon mustard, Worcestershire sauce, nutmeg, salt, and black pepper. Stir until the cheeses are completely melted and the sauce is smooth and creamy.

Add the cooked and drained macaroni to the cheese sauce. Stir 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 with the 1 tablespoon of melted butter. Sprinkle the buttered breadcrumbs evenly over the top of the mac and cheese.

Bake for 20-25 minutes, or until the mac and cheese is bubbly and the topping is golden brown.

Let stand for 5 minutes before serving.
