Step 1

Shred your sharp cheddar and gruyere, reserving 2oz of your sharp cheddar to use for the topping.

Step 2

Cook your shells in salted boiling water for 4 minutes less than package directions, then immediately drain.

Step 3

Over medium heat, melt 8 tbsp of butter, then add 4 tbsp of flour, whisk to combine, then add 1/2 tbsp of ground mustard and whisk until no lumps remain. Cook for about 5 minutes, stirring occasionally until slightly thickened.

Step 4

Add 3 cups of half and half followed by the bay leaves, nutmeg, garlic powder, paprika, cayenne, black pepper, and salt to taste. Stir to combine and bring to a low simmer until slightly thickened, about 5 minutes. Temper in one egg and mix for another minute to incorporate.

Step 5

Turn off the heat, then add your cheese and mix until smooth, then add your pasta and mix until combined.

Step 6

Add your pasta to a baking dish, then top with your reserved cheese. Melt butter and combine with your Panko breadcrumbs and top over the cheese.

Step 7

Bake at 375F for 20 minutes, then broil for 3-4 minutes to get the topping super crisp and golden brown. Enjoy!