Ingredients:

  • 1 pound (454g) elbow macaroni
  • 6 tablespoons (85g) unsalted butter
  • 1/2 cup (60g) all-purpose flour
  • 3 cups (710ml) whole milk
  • 1 teaspoon salt
  • 1/2 teaspoon black pepper
  • 1/4 teaspoon ground nutmeg (optional)
  • 1 pound (454g) Velveeta, cut into 1-inch cubes
  • 1 cup (113g) sharp cheddar cheese, shredded
  • 2 tablespoons (28g) unsalted butter, melted
  • 1 cup (90g) panko breadcrumbs
  • 1/4 cup (25g) grated Parmesan cheese
  • Pinch of salt
  • Pinch of garlic powder (optional)

Instructions:

  1. Preheat oven to 375°F (190°C). Grease a 9x13 inch baking dish.
  2. Cook macaroni according to package directions until al dente. Drain well and set aside.
  3. In the saucepan, melt butter over medium heat. Whisk in flour until smooth and cook for 1-2 minutes (until pale golden), stirring constantly.
  4. Gradually whisk in milk until smooth. Bring to a simmer, stirring constantly, until the sauce thickens slightly (about 5-7 minutes). Stir in salt, pepper, and nutmeg (if using).
  5. Reduce heat to low. Add Velveeta and cheddar cheese, stirring until melted and smooth.
  6. Add cooked macaroni to the cheese sauce and stir to combine.
  7. In a small bowl, combine melted butter, panko breadcrumbs, Parmesan cheese, salt, and garlic powder (if using).
  8. Pour mac and cheese into the prepared baking dish. Sprinkle evenly with the breadcrumb topping. Bake for 20-25 minutes, or until golden brown and bubbly.
  9. Let stand for 5-10 minutes before serving.