Step 1

In a large pot of water, cook macaroni noodles according to package instructions until tender. Drain and place back in pot, cover and set aside.

Step 2

To make the cheese sauce, melt butter in a medium sauce pan over medium heat. Whisk in flour and cook for a minute or two.

Step 3

Add in all seasonings, dry mustard and red pepper flakes. Stir to combine.

Step 4

Begin to add in milk, adding one cup at a time while whisking. The mixture will be super thick! Add remaining milk and continue to whisk until smooth and bubbling.

Step 5

Add in hot sauce and give everything a stir.

Step 6

Add in cheese and whisk until smooth. Set cheese sauce aside.

Step 7

In a large fry pan, melt butter over medium heat.

Step 8

Add in panko bread crumbs and seasonings. Use a wooden spoon to stir to combine.

Step 9

Cook and stir often until panko bread crumbs are golden brown. Set aside.

Step 10

Preheat oven to Grease a 9 x 13 pan.

Step 11

To the prepared pan, add in noodles.

Step 12

Next drizzle over cheese sauce. Give everything a big stir until noodles are totally coated.

Step 13

Top mixture with prepared panko bread crumbs.

Step 14

Bake for 15 minutes then switch oven to low broil. Broil until bread crumbs are golden brown, about 3-4 minutes. Keep a close eye so the top doesn’t burn! Serve hot and enjoy!