Step 1

Cook noodles according to package directions and set aside.

Step 2

Grate the cheddar cheese* and set aside. Cut the cream cheese into small cubes and set aside. Begin to melt 4 tbsp (1/4 cup) of butter in a saucepan on medium heat, careful not to let it burn.

Step 3

When the butter is melted, and the salt, pepper, garlic powder, onion powder, and flour. Whisk well until it begins to form a paste.

Step 4

Once the butter and flour are mixed and begin to form a paste, SLOWLY add the milk and cream. Stir constantly, and let the sauce thicken for AT LEAST five minutes. Don't skip this step!

Step 5

Once the roux mix has cooked for at least five minutes and is GENTLY boiling/bubbly, turn the heat to low.Add the shredded cheddar and cubed cream cheese. Stir well, and let the cheeses melt. This will take a few minutes — be patient!

Step 6

Once the cheese is completely melted into the sauce, pour the sauce into the pot with the noodles, stir well. Pour into a casserole dish.

Step 7

Melt one tbsp. of butter in the microwave. Combine melted butter, panko crumbs, and everything bagel seasoning in a bowl. Mix well.

Step 8

Turn your oven to broil.Spread the breadcrumbs/everything bagel seasoning over the mac and cheese. Place under the broiler for about 1-2 minutes, or until the panko gets lightly toasted. Careful not to let it burn.

Step 9

Top with some chives or green onions (optional). Serve and enjoy!