Step 1

Preheat oven to 350°F. Spray a 7x11-inch oven-safe pan with non-stick spray.

Step 2

In a medium saucepan over high heat, bring 3 cups of well-salted water to a boil. After it comes to a boil, add pasta, and return to a boil. Cook for 8 to 10 minutes or per package instructions to al dente. Stir occasionally to prevent it from sticking together.

Step 3

Meanwhile, melt butter and cream cheese in another medium saucepan over low heat. Watch carefully and stir often to prevent it from scorching.

Step 4

Once melted, add milk and heavy cream. Stir until smooth and it's heated through.

Step 5

Add cheese and stir until it's melted.

Step 6

Drain pasta when it's done then add it to the cheese mixture.

Step 7

Taste then add salt and pepper as needed.

Step 8

Combine panko and melted butter

Step 9

Pour into your prepared pan and spread panko evenly over the top.

Step 10

Bake for 20 minutes or until heated through and panko has browned and become crispy.

Step 11

Cool 5 to 10 minutes before serving.

Step 12

Store leftovers in an airtight container in the refrigerator for up to 3 days.