• 8 cups water
  • 4 cups uncooked elbow macaroni
  • 3 tablespoons butter, divided
  • 1 tablespoon all-purpose flour
  • ½ cup milk
  • ½ cup heavy whipping cream
  • 1 teaspoon Worcestershire sauce
  • fresh ground black pepper to taste
  • 4 ounces grated Cheddar cheese
  • ¼ cup panko bread crumbs
  • ½ teaspoon Italian seasoning
  • ¼ teaspoon garlic salt
  • Directions

  • Step 1

    Bring a large pot of lightly salted water to a boil. Cook elbow macaroni in the boiling water, stirring occasionally, until tender yet firm to the bite, about 8 minutes.


  • Step 2

    Preheat the oven to 350 degrees F (175 degrees C). Line a baking sheet with aluminum foil.

  • Step 3

    Melt 2 tablespoons butter in a saucepan over medium heat, about 1 minute. Whisk flour into butter to form a roux. Add milk and cream, stirring to blend. Add Worcestershire sauce, black pepper, and grated Cheddar cheese. Stir until melted, 1 to 3 minutes. Drain macaroni and add to the saucepan. Mix until combined. Spread mixture out onto the prepared baking sheet.

  • Step 4

    Combine panko bread crumbs, Italian seasoning, and garlic salt in a bowl. Sprinkle mixture over the macaroni and cheese on the baking sheet. Place remaining butter in a small microwave-safe bowl and heat in a microwave oven until melted, about 1 minute. Drizzle melted butter over the macaroni and cheese.

  • Step 5

    Bake in the preheated oven until bubbling, 15 to 20 minutes.

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