Ingredients

1

lb uncooked elbow macaroni

1/2

cup butter

1/3

cup Gold Medal™ all-purpose flour

1

teaspoon salt

1

teaspoon pepper

1/4

teaspoon ground red pepper (cayenne)

2

tablespoons Dijon mustard

1

tablespoon Worcestershire sauce

3 1/2

cups milk

4

cups shredded sharp Cheddar cheese (16 oz)

3

tablespoons butter, melted

2

cups Progresso™ plain crispy panko bread crumbs

Preparation

Heat oven to 400°F. Spray 18x13x1-inch sheet pan with cooking spray. Cook and drain macaroni as directed on package.

While macaroni is cooking, melt 1/2 cup butter in 5-quart Dutch oven over medium heat. Stir in flour, salt, pepper and red pepper. Cook over medium heat, stirring constantly, until mixture is smooth and bubbly, then cook 1 minute longer. Stir in mustard and Worcestershire sauce. Stir in milk. Heat to boiling, stirring frequently. Boil and stir 1 minute. Remove from heat; stir in cheese until melted.

Gently stir macaroni into cheese sauce. Pour into sheet pan; spread evenly.

In medium bowl, mix melted butter and bread crumbs; sprinkle evenly over pasta mixture. Bake 32 to 36 minutes or until sauce is absorbed and bread crumb mixture is golden brown and crispy.