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I made this for my family a few nights ago for dinner, and it was soooo good.  We had leftovers, and it’s just as good cold the next day.  Make this for New Year’s dinner… it’s so rich and indulgent, so it’s perfect for celebrating!


  • 1 Pound Shell Pasta
  • 1 Stick Unsalted Butter
  • 1/2 Cup Flour
  • 2 1/2 Cups Milk
  • 1 1/2 Teaspoon Salt
  • 1/2 Teaspoon Ground Pepper
  • 2 1/2 Cups Shredded Cheddar Cheese, Divided
  • 1 Cup Panko Breadcrumbs


  1. Cook the pasta according to package directions, but cook it for 2 minutes less than the package says.  My pasta instructed me to cook for 8 minutes, but I cooked it for 6 minutes.  Drain the pasta and set aside while you make the sauce.
  2. In a medium saucepan on medium heat, melt the butter.  Whisk in the flour, salt, and pepper to make a roux.  Keep stirring for 4-5 minutes, or until the roux is light golden brown and thickened.  Slowly whisk in the milk until the sauce is thick and creamy.  Turn off the heat, then stir in 2 cups of the cheese.
  3. Pour the sauce over the pasta and stir to combine.  I did this step in the same pot that I used to cook the pasta.
  4. Preheat oven to 400 degrees Fahrenheit.  Spray a 13×9-inch glass baking dish with cooking spray.
  5. Pour the pasta into the baking dish.  Sprinkle and remaining 1/2 cup of cheese and the breadcrumbs over the pasta.
  6. Bake for 20-25 minutes, or until the top of the macaroni and cheese is golden brown and crunchy.  Let it cool for 5-10 minutes and serve!

I hope you enjoy this baked macaroni and cheese!  I know I did!