Step 1

Preheat your oven to 400F. Fill a pot with water and add the bay leaves. Bring it to a boil, salt it generously, then add the macaroni noodles and cook al dente according to package instructions. Drain and discard the bay leaves.

Step 2

Melt the butter in a large saucepan over medium-high heat. Whisk in the flour until completely smooth and let it cook for about 1 minute. Add the milk in 1 cup batches, whisking until smooth before adding more.

Step 3

Stir in the dijon mustard, onion powder, 2 1/2 cups of the cheddar, and the gruyere. Whisk until the cheeses have melted and the sauce is smooth. Taste the sauce and add salt and pepper to taste.

Step 4

Stir the macaroni noodles into the sauce to coat. Pour the macaroni into a 9x9" baking dish and spread it evenly from edge-to-edge. Sprinkle the remaining 1/2 cup of cheddar cheese over top of the macaroni.

Step 5

Mix the panko breadcrumbs with the parmesan cheese and sprinkle evenly over the shredded cheddar. Use a spoon to drizzle the melted butter over the panko topping, Transfer the baking dish to the oven and bake for 20-24 minutes, until the topping is golden brown.