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Old School Macaroni and Cheese

16 ounceelbow macaroni
1/4 cupbutter
1/4 cupall-purpose flour
1/4 teaspoondried thyme
1/4 teaspooncayenne pepper, or to taste
1/8 teaspoonwhite pepper, or to taste
3 cupsmilk or half-and-half
1 pinchground nutmeg
1/4 teaspoonWorcestershire sauce
1 teaspoonsalt
3 cupsshredded sharp cheddar cheese, divided
1 teaspoonDijon mustard
1/2 cuppanko bread crumbs
1 tablespoonunsalted butter, melted
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Old School Macaroni and Cheese - Instructions

Preheat oven to 400 F. Fill a large pot with lightly salted water and bring to a
rolling boil over high heat. Once the water is boiling, stir in the macaroni, and
return to a boil. Cook the pasta uncovered, stirring occasionally, until the pasta is
cooked through but still slightly firm, about 8 minutes. Drain well.

Melt 1/4 cup butter in a large saucepan over medium heat. When the butter starts to
foam and bubble, stir in the flour; cook on medium heat until flour just begins to
turn pale yellow, 3 to 4 minutes. Add thyme, cayenne pepper, and white pepper; cook
and stir another minute, then whisk in 1 cup of milk until smooth. Pour in remaining
milk and whisk again. Bring the sauce just to a simmer.

Stir in nutmeg, Worcestershire sauce, and salt; simmer on medium-low heat until
thickened, about 8 minutes, whisking often. Turn heat off, then add 2 1/4 cups of

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Old School Macaroni and Cheese - Instructions Continued

Cheddar cheese; stir until melted and combined. Add Dijon mustard.

Transfer the macaroni into a casserole dish, then pour in the cheese sauce; stir to
thoroughly combine sauce with pasta. Mix panko bread crumbs and 1 tablespoon melted
butter in a small bowl, and sprinkle crumbs on top of macaroni and cheese. Sprinkle
remaining 3/4 cup of cheddar cheese on top.

Bake in the preheated oven until bread crumbs and cheddar cheese topping are golden
brown, about 20 minutes.

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