# What You'll Need:
→ Pasta
01 - 12 ounces elbow macaroni
→ Béchamel Sauce
02 - 3 tablespoons unsalted butter
03 - 3 tablespoons all-purpose flour
04 - 2 cups whole milk, warmed
05 - 1 cup heavy cream
→ Cheese Mixture
06 - 2 cups sharp cheddar cheese, grated
07 - 3/4 cup Gruyère or Swiss cheese, grated
08 - 1/2 cup Parmesan cheese, finely grated
09 - 1 teaspoon Dijon mustard
10 - 1/2 teaspoon garlic powder
11 - 1/2 teaspoon onion powder
12 - 1/2 teaspoon salt
13 - 1/4 teaspoon freshly ground black pepper
14 - Pinch of cayenne pepper (optional)
→ Topping (for baked version)
15 - 1/2 cup panko breadcrumbs
16 - 2 tablespoons unsalted butter, melted
17 - 2 tablespoons Parmesan cheese, grated
# How to Make It:
01 - Preheat oven to 400°F and grease a medium baking dish approximately 2 quarts in volume.
02 - Boil macaroni in salted water until just al dente, one to two minutes less than package instructions. Drain and set aside.
03 - Melt butter in a large saucepan over medium heat. Whisk in flour and cook, stirring constantly, for 1 to 2 minutes until light golden, avoiding browning.
04 - Gradually whisk in warmed milk and cream until smooth. Bring to a gentle simmer while stirring continuously until thickened, about 4 to 5 minutes.
05 - Lower heat to low and stir in Dijon mustard, garlic powder, onion powder, salt, black pepper, and cayenne pepper if using.
06 - Add sharp cheddar, Gruyère, and Parmesan cheeses in batches, stirring until fully melted and sauce is smooth.
07 - Fold cooked macaroni into the cheese sauce until evenly coated.
08 - For stovetop preparation, serve immediately, optionally garnished with extra cheese.
09 - Pour mixture into the greased baking dish. Combine panko breadcrumbs with melted butter and Parmesan cheese, then sprinkle evenly over the top.
10 - Bake at 400°F for 20 to 25 minutes until golden brown and bubbling. Let rest 5 minutes before serving.