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Ingredients
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Pasta & Cheese Sauce
Panko Crumb Topping
Finishing (optional)
Method
Pasta & Cheese Sauce
Cook the pasta
Bring 6 cups water and 1 tablespoon salt to a rolling boil in a large pot. Add 1.5 cups elbow macaroni and cook until just shy of al dente (about 1–2 minutes less than package directions), usually 7–8 minutes. Stir occasionally to prevent sticking. Reserve 1/2 cup pasta cooking water, then drain the pasta and set aside.
Make a roux
In the same pot over medium heat, melt 3 tablespoons unsalted butter. Sprinkle in 3 tablespoons all-purpose flour and whisk continuously for 1–2 minutes until the mixture is bubbly and lightly golden (this cooks out the raw flour taste).
Add milk and seasonings
Slowly whisk in 2 cups whole milk, beginning with a few tablespoons to create a smooth paste, then the rest. Continue whisking until the sauce thickens and begins to bubble gently, about 4–6 minutes. Whisk in 1 teaspoon Dijon mustard, 1/2 teaspoon Worcestershire sauce, 1/4 teaspoon ground black pepper, and 1/4 teaspoon granulated garlic.
Finish the cheese sauce
Lower heat to low. Remove the pot from direct heat for 30 seconds, then stir in the cheeses: 2 cups freshly grated sharp cheddar and 1/2 cup mild cheddar, a handful at a time so the sauce stays smooth. If using, add 2 tablespoons cream cheese to increase creaminess. Stir until fully melted and glossy. If the sauce seems too thick, whisk in up to 1/4–1/2 cup reserved pasta cooking water, a tablespoon at a time, until you reach a creamy consistency.
Combine pasta and sauce
Return drained pasta to the pot with the cheese sauce and gently fold to coat evenly. Taste and adjust seasoning with additional salt and pepper if needed.
Panko Crumb Topping
Preheat the broiler to high (or oven to 425°F / 220°C if you prefer baking). In a small bowl, combine 3/4 cup panko breadcrumbs, 2 tablespoons melted butter, 2 tablespoons grated Parmesan, 1 tablespoon chopped parsley (optional), 1/8 teaspoon salt, and a pinch (1/16 tsp) black pepper. Mix until the crumbs are evenly moistened.
Assemble for crisp topping: Transfer the mac and cheese to a shallow ovenproof dish (about 8-inch square or similar). Sprinkle 1/4 cup extra grated cheddar evenly over the surface (optional), then evenly distribute the panko mixture across the top.
Brown the topping: Place under the broiler about 4–6 inches from heat for 2–4 minutes, watching closely, until the panko is golden and crisp. If using an oven at 425°F, bake 8–10 minutes until bubbling and golden. Remove immediately to prevent burning.
Finishing & Serving
Garnish and serve: Let the mac and cheese rest 2–3 minutes so the sauce settles. Sprinkle a few flakes of chili if desired. Serve hot as a side (about 2–3 servings) or for sharing.