Ingredients
- 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
Why You'll Want This Again
Pro Cooking Tips
- Stir frequently to prevent the cheese from sticking or burning.
- Add a splash of milk or cream for extra creaminess if needed.
Step 1
Bring a large pot of salted water to a boil. Cook the elbow macaroni until it’s tender but still a little firm when you bite into it, about 8 minutes, stirring occasionally. While the pasta cooks, preheat your oven to 350°F (175°C) and line a baking sheet with foil for easy cleanup.

Step 2
In a saucepan, melt 2 tablespoons of butter over medium heat. Once melted, whisk in the flour to make a smooth roux. Slowly pour in the milk and cream, stirring constantly until everything is well combined. Add Worcestershire sauce, black pepper, and the shredded Cheddar cheese, stirring until the cheese melts and the sauce is creamy.

Step 3
Drain the pasta and stir it into the cheese sauce until everything is nicely coated. Spread this cheesy mixture evenly on your prepared baking sheet. In a small bowl, mix together panko breadcrumbs, Italian seasoning, and garlic salt. Sprinkle this crumb topping over the mac and cheese.

Step 4
Melt the remaining butter in the microwave for about a minute, then drizzle it over the breadcrumb topping. Pop the baking sheet in the oven and bake until the dish is bubbly and the topping is golden brown, about 15 to 20 minutes. Let it cool slightly before serving and enjoy!

