Directions

1. 1

   Bring a large pot of salted water to a boil. Add the macaroni and cook until just tender, about 8 minutes. Drain well and set aside.

2. 2

   In a large saucepan, melt the 1/4 cup butter over medium heat. Whisk in the flour to create a smooth paste, stirring constantly for about 1 minute until the raw flour taste is gone.

3. 3

   Gradually pour in the half-and-half while whisking continuously to avoid lumps. Continue cooking and stirring for 3-4 minutes until the sauce thickens enough to coat the back of a spoon.

4. 4

   Remove the saucepan from heat. Add the cubed Velveeta cheese and the 3/4 cup grated Parmesan cheese, stirring until completely melted and smooth.

5. 5

   Season the cheese sauce with kosher salt and white pepper to taste.

6. 6

   Add the cooked drained macaroni to the cheese sauce and stir until all pasta is evenly coated. Transfer the mixture to a buttered 9x13-inch baking dish.

7. 7

   In a small bowl, combine the panko bread crumbs with the 2 tablespoons melted butter and the 3 tablespoons finely grated Parmesan cheese. Mix until the crumbs are evenly moistened.

8. 8

   Sprinkle the panko mixture evenly over the top of the mac and cheese.

9. 9

   Bake in a preheated 350°F oven for 25-30 minutes, until the topping is golden brown and the sauce is bubbly around the edges. Let cool for 5 minutes before serving.