- 1 lb elbow macaroni, uncooked
- 1/3 cup butter or butter substitute
- 5 cups milk (whole or 2%)
- 1/3 cup all-purpose flour
- 2 cups sharp cheddar chunk cheese, shredded
- 1 1/2 cups colby jack chunk cheese, shredded
- 1 1/2 cups milk cheddar chunk cheese, shredded
- 1 tsp salt
- 1 tbsp worcestershire sauce
- 1/2 tsp nutmeg
- 1/2 tsp paprika
- 1 tsp dried basil
- 1 tsp garlic powder
- 2 tsp black pepper
- 1/2 cup panko bread crumbs
- Preheat oven to 375 degrees.
- Cook the macaroni: bring 4-6 quarts water to a rolling boil, on high heat. Salt the water generously. Add the macaroni and stir immediately to prevent sticking. Stirring occasionally, cook macaroni until al dente, 5-7 minutes. The pasta should have a slight bite to it and be slightly undercooked. Drain immediately, toss with a small amount of oil to prevent the pasta from clumping and set aside.
- In a large pan, add butter and melt on high heat. Add one pinch of flour to test temperature. The flour should immediately start cooking. While whisking continuously, slowly add the rest of the flour, making sure no lumps form. Reduce heat to medium and continue to cook for 3-4 minutes, until butter and flour mixture turns pale yellow.
- While whisking, add the milk one cup at a time, making sure the mixture stays smooth, without lumps. As the milk heats, the sauce will begin to thicken. Once the sauce comes to a boil, about 5-7 minutes, reduce heat to simmer and continue whisking while adding salt, pepper, nutmeg, paprika, garlic powder, basil, black pepper, and worcestershire sauce. Mix well and cook for 1 minute. Once sauce has thickened, remove from heat.
- Stir in cheese. Continue to stir until cheese is fully melted and the sauce is smooth.
- In a large bowl, add macaroni and sauce and toss until all of the macaroni is coated with cheese sauce.
- Pour into a lightly greased 9X13 oven-safe dish. Sprinkle with breadcrumbs, spreading evenly. Sprinkle with freshly cracked black pepper if desired. Cover with aluminum foil and bake for 20-25 minutes. Remove foil and turn the broiler setting on. Broil for 4-5 minutes, watching carefully to make sure breadcrumbs don’t burn, until breadcrumbs are golden brown.
- Remove from oven and let stand 5 minutes before serving.