Best Ever Mac & Cheese

By Side Passion

Twist up the Topping: Swap any (or all) of the following for the bread crumb topping:
2 cups coarsely crushed pork rinds
2 cups coarsely crushed potato chips
2 cups coarsely crushed Ritz Crackers

Ingredients

• 1 package (16 ounces) uncooked elbow macaroni
• 4 slices hearty white bread (4 ounces), torn into large pieces
• 6 tablespoons butter, cubed and divided
• 1/2 cup grated Parmesan cheese
• 1 teaspoon salt, divided
• 1 teaspoon pepper, divided
• 1/4 cup finely chopped onion
• 1 teaspoon ground mustard
• 1/4 teaspoon cayenne pepper
• 1/4 cup all-purpose flour
• 3 cups whole milk
• 2 cups half-and-half cream
• 1 cup (4 ounces) cubed process cheese (Velveeta)
• 1 block (8 ounces) sharp cheddar cheese, shredded
• 1 block (8 ounces) Monterey Jack cheese, shredded
• 1 teaspoon Worcestershire sauce

Preparation

Step 1

Preheat oven to 400°. In a stockpot or Dutch oven, cook pasta according to package directions for al dente; drain and return to pan. Pulse bread, 2 tablespoons butter, Parmesan, 1/2 teaspoon salt and 1/2 teaspoon pepper in a food processor until coarsely ground.
Meanwhile, in a large skillet over medium heat, melt remaining butter. Add onions and cook until tender, about 3 minutes. Add ground mustard and cayenne; stir until blended. Stir in flour until smooth, about 3 minutes. Slowly whisk in milk and cream; bring to a boil. Reduce heat to medium-low; simmer, stirring constantly, until thickened, about 5 minutes. Remove from heat; stir in Velveeta. Slowly add remaining cheeses a handful at a time, stirring until cheese is melted. Add Worcestershire and remaining salt and pepper. Pour over pasta; toss to coat.
Transfer to a greased 13x9-in baking dish. Sprinkle bread crumbs over top of casserole. Bake until topping is golden brown and sauce is bubbly, 10-12 minutes.