1 lb. elbow macaroni
1/2 c. butter (non salted)
1/2 c. flour
4 c. milk
6 c. shredded sharp cheddar cheese
1 T. salt
up to 1 T. pepper
2 T. butter
1/2 c. Panko bread crumbs
Boil pasta in salted water according to package directions. Melt butter in large saucepan over medium heat. Sprinkle in flour and whisk and cook 2-3 minutes. Add in salt and pepper. Slowly pour in 4 c. milk whisking until smooth and heating to a low boil until thickened. Do not stop until thick. Remove from heat.
Grease a 9x13" baking dish and add the hot pasta to the dish. Over the top sprinkle 6 c. of freshly shredded cheese. Pour the thickened cream sauce over the hot pasta and cheese and let it sit until the cheese melts. Stir everything together.
Melt 2 T. butter over medium heat. Add in panko bread crumbs, stirring constantly 3-5 minutes or until golden brown. Pour over the mac and cheese.
Bake in a preheated 325 degree oven 12-15 minutes.
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