Step 1

Preheat the oven to 400 F.

Step 2

Add the pasta, milk, and salt to a 9x13 inch, or other 3-quart baking dish, and stir to combine. Then, slice two tablespoons of butter and place over top of the macaroni.

Step 3

Cover the dish with a fitted lid or aluminum foil as tightly as possible, then bake for 30 minutes.

Step 4

While the macaroni bakes, combine 2 tablespoons of melted butter with the breadcrumbs, parsley, and garlic powder.

Step 5

After 30 minutes, remove the macaroni from the oven and very carefully take off the foil. Stir in the pepper, heavy cream, and cream cheese until it is fully melted, then stir in two cups of shredded cheese.

Step 6

Sprinkle the remaining cup of cheese over top of the macaroni, followed by the breadcrumbs, then return to the oven and bake, uncovered, for 15 minutes, until the breadcrumbs and cheese are browned on top.