Gather the following ingredients:

Large pot of boiling water

8 ounces elbow macaroni (half of a 1 lb. box)

Cook the elbow macaroni in boiling water for approximately 7 – 8 minutes.  Drain, and set aside.

Cheese Sauce Ingredients:

Flour & spices

¼ cup butter (1/2 stick)

¼ cup of flour

A generous pinch of ground cayenne pepper

¼ teaspoon smoked paprika

¼ teaspoon black pepper

½ teaspoon salt

2 cups half and half

2 cups shredded sharp cheddar cheese

Mix together the flour, cayenne pepper, smoked paprika, black pepper, and salt.

In a 3 ½ quart saucepan melt the ½ stick of butter over medium heat.  Add in the flour mixture and stir until it is smooth.

Add the half and half in small amounts, stirring well after each addition to keep the mixture smooth until all 2 cups is added.  

Keep stirring while bringing the mixture to a boil over medium heat.  The mixture will thicken.  

Reduce the heat to low and continue to stir for about another 5 minutes.  Take the saucepan off the heat and add the 2 cups of shredded cheddar cheese.  Stir until the cheese is melted.  

Add your cooked, drained elbow macaroni to the cheese sauce, stir well, and taste for seasoning. 

Pour into your prepared 9” x 9” glass pan.

Topping:

1 ½ tablespoons butter, melted

½ cup panko bread crumbs

Stir the panko bread crumbs into the melted butter.  Sprinkle the mixture on top of your macaroni in the glass pan.

Bake in a 400 degree oven for approximately 20 minutes until it is bubbly and the top begins to brown.