Ingredients

1 pound dry macaroni pasta

8 tablespoons butter (1 stick)

1/2 cup all-purpose flour

2 cups whole milk

2 cups half and half

1/2 teaspoon black pepper

Pinch of nutmeg

1 teaspoon garlic powder

1/2 teaspoon dried mustard

3 cups sharp Cheddar cheese, shredded

1 cup white Cheddar cheese, shredded

2 cups Gruyere cheese, shredded

1/2 cup panko

3 tablespoons melted butter

1/4 teaspoon seasoned salt

Instructions

Step 1: Preheat the oven to 350°F (175°C). Grease a 9 x 13-inch (3 Qt) baking dish with cooking spray or melted butter and set aside.

Step 2: In a small bowl, combine the panko, melted butter, and seasoned salt. Mix well and set aside for the topping.

Step 3: Bring a large pot of salted water to a boil. Cook the macaroni according to package instructions until just shy of al dente (about 2 minutes less). Drain and toss with a little olive oil or butter to prevent sticking. Transfer to a large bowl.

Step 4: In a large saucepan over medium-high heat, melt the 8 tablespoons of butter without browning it. Whisk in the flour and cook for about 1 minute, stirring constantly.

Step 5: Gradually pour in the whole milk and half and half in a thin, steady stream while whisking until the sauce is smooth and combined.

Step 6: Stir in black pepper, nutmeg, garlic powder, and dried mustard. Continue to cook, stirring frequently, until the sauce simmers and thickens to coat the back of a wooden spoon, about 6–8 minutes.

Step 7: Lower the heat to low. Add the sharp Cheddar cheese in increments, stirring until melted before adding more. Repeat with the white Cheddar, then add the Gruyere. Stir until the sauce is smooth and creamy. Remove from heat.

Step 8: Pour the cheese sauce over the cooked pasta and stir until evenly coated. Season with salt and pepper to taste.

Step 9: Transfer the macaroni and cheese mixture to the prepared baking dish and smooth the surface. Sprinkle the panko topping evenly over the top.

Step 10: Bake for 20 minutes. If the topping isn’t golden enough, place the dish under the broiler for 2–3 minutes, watching carefully to avoid burning.

Step 11: Remove from the oven and let rest for 10 minutes before serving to set and cool slightly.

Tips & Variations

Use freshly shredded cheese rather than pre-shredded for a creamier sauce, as pre-shredded cheese often contains additives that prevent melting smoothly.

Add cooked bacon or caramelized onions to the cheese sauce for extra flavor and texture.

Swap out half the Gruyere for fontina or mozzarella for a different cheesy twist.

FAQs

Can I use different types of pasta?

Yes, you can substitute macaroni with other small pasta shapes like shells, penne, or cavatappi. Just adjust cooking time to keep the pasta slightly undercooked before baking.

How do I prevent the top from becoming too soggy?

Make sure to drain the pasta well and toss it with olive oil or butter to prevent sticking. Also, baking uncovered helps the topping become crispy. Using panko in the topping adds an extra crunchy texture.