I did this all in my Dutch oven which was great because it was all in one pot! If you don’t have one naturally you can do this with a 9X13 pan

Pound of Macaroni – undercooked by a minute or so

In Dutch oven put 6 table spoons butter melt over medium heat

Add 1/4 all purpose flour when starts to bubble a bit add in slowly 3 cups of whole milk, adding one cup at a time. (Be very careful so milk doesn’t curdle.) Then add 2” block of cream cheese, stir until melted. At any point if mixture starts to get too bubbly lower heat asap! (If mixture gets way too thick add more milk.)

Add in 1/2 teaspoon : Garlic powder, onion powder

Splash of Ground Mustard, and nutmeg

Salt and pepper to taste – don’t be bashful you needed a good amount

Turn off heat but keep on burner or if getting too hot take off stove.

Add in bag of shredded cheddar cheese (8oz approx) and i threw in some Italian shredded cheese as well

Then add in cooked Macaroni, stir

Melt 2 tablespoons of butter, add half a cup of breadcrumbs or panko or a combo of both! Top on Macaroni and bake in oven for half hour 350 until bubbly.

I cooked bacon separately and added it to the top and wow they loved it! I highly suggest that.

I kinda made this recipe up as i went along and read like ten recipes and combined a little of each one to this recipe. I’m not claiming it to be the worlds best Mac and cheese but hey my kids ate it which is a real life miracle so i will be making again!