Step 1

Bring a pot of water to a boil. Season with 1/2 teaspoon salt. While that’s happening, prep the cheese and the other ingredients.

Step 2

Boil the noodles until al dente. (If you like your noodles with a real bite, cook 1 minute shy of al dente.) Drain and set aside.

Step 3

Heat a Dutch oven or a thick-bottomed deep skillet over medium heat. Melt the butter, ensuring it doesn’t brown. Whisk in the flour. Cook for 3-4 minutes or so. You just want to toast the roux a bit and take the raw flour edge off. Add the garlic, rosemary sprig, nutmeg, bay leaves.

Step 4

If you’re making the panko topping, mix the panko with the oil and smoked paprika. Gently toast in a pan until it turns just a couple of shades more golden. Remove from the heat and set aside.

Step 5

To your Dutch oven, whisk in 4 cups of milk, breaking up the roux. Let it thicken and gently bubble, whisking (still over medium heat) until you have a smooth sauce that coats the back of a spoon, about 10-15 minutes. If the sauce is browning around the edges of the pot, reduce the heat.

Step 6

Stir in the cheese. Whisk to incorporate. Add the drained, cooked noodles, followed by the heavy cream. (Avoid letting the cheese sauce sit on the stove for too long—the texture will change.) Season with pepper and salt to taste. At this point, your mac and cheese will look a bit soupy, and it'll look like too much sauce. It will continue to thicken over the stove and as it sits, so that you have the perfect creamy consistency when serving.

Step 7

Reduce the heat to low, and let the mac and cheese sit uncovered for 5-10 minutes, until it’s reached your desired consistency. It should be silky, with ample amounts of sauce (it will continue to thicken as it sits).

Step 8

Serve with the panko, if using, and just advise your diners that they may need to pick out bay leaves or a rosemary sprig.