Step 1

1 Position a rack in the middle of the oven and preheat to 350 degrees

Step 2

2 Use cooking oil spray to grease a 9-by-13-inch baking dish and the non-shiny side of a large piece of aluminum foil, then place the dish on a baking sheet

Step 3

3 Whisk together the brown sugar, seasoned salt, garlic powder, onion powder, black pepper and nutmeg in a medium bowl

Step 4

4 Place the butter and cream cheese in the bowl of a stand mixer or handheld mixer (or use a firm spoon); beat on medium speed until well incorporated

Step 5

5 Stop to scrape down the bowl

Step 6

6 Add the whole milk, evaporated milk and eggs, beating on low speed to incorporate, until smooth

Step 7

7 Combine the cooked macaroni, the shredded sharp cheddar cheese and the Velveeta cubes in a large mixing bowl

Step 8

8 Add the butter mixture and spice mixture, stirring gently to distribute and coat evenly

Step 9

9 Transfer to the baking dish on the baking sheet

Step 10

10 Cover tightly with the foil (sprayed side down)

Step 11

11 Bake for 30 minutes, uncover and stir the mixture, then recover and bake for an additional 15 to 30 minutes or until just set

Step 12

12 Uncover; scatter the mild cheddar evenly over the top, then sprinkle lightly with the paprika

Step 13

13 Return to the oven and bake for 10 to 15 minutes, or until a crust forms on top

Step 14

14 Serve warm