I got this recipe from That Which Nourishes and it is just as amazing as the site swears it is!

1lb pasta (I used elbow macaroni)

1/2 c. butter

1/2 c. flour

4 c. milk

6 c. freshly shredded sharp or white cheddar

1 T. salt

up to 1 T. pepper

2 T. butter

1/2 c. panko bread crumbs

  1. preheat oven to 325
  2. boil pasta is salted water according to package directions.


3. Melt butter in a large sauce pan over medium heat.

4. Sprinkle in flour and whisk and cook about 2 or 3 minutes.

5. Add in salt and pepper.

6. Slowly pour in 4 c. milk whisking until smooth and heated to a low boil until thickened. Do not stop until thick.


7. Grease a 9x13" baking dish

8. sprinkle over the top 6 c. of cheese


9. Pour the thickened cream sauce over the hot past and cheese. Let it sit until the cheese melts. Once cheese melts mix it all together.


10. Place in 9x13" baking dish.


11. Melt 2 T. butter in a small sauce pan. Add in panko bread crumbs, stirring constantly for 3-5 minutes or until golden brown.


12. Spread panko bread crumbs over the macaroni, cheese, and cream mixture.

13. Place in oven for 12-15 minutes or until hot and bubbly.  I also added some of the cheese on the top.


14. Enjoy!


Have a great day!


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