How to make it:
Start by preheating the oven to 350° F. Boil water for the noodles - salt the water.

Shred all that cheese! Please, please do not use pre-shredded bagged cheese. There are extra preservatives (sawdust) added to that cheese that interferes with the melting ability and its flavor. It can’t ooze like a hand-shredded block does.

Use a large oven-safe skillet or braiser and melt 1 stick of butter over medium heat while the noodles are boiling. Once melted, whisk in 1/4 cup of flour. Here, you're making a roux which will become the gooey sauce that holds this dish all together. Next, slowly add in the milk one cup at a time, whisking and bringing back up to a slight boil in between each cup. Every time the sauce will smooth out then thicken when brought to a boil. This is when you'll decide if you need 3 or 4 cups of milk depending on how much sauce you need, and how thick you want it. Add in a good pinch of salt.

Be sure to cook the noodles al denté. You want them a little under done because they'll continue to cook in the oven. Drain and add to the roux sauce and combine. Add all of the shredded cheese and combine well.

Melt 2 Tbl of butter in a small bowl. Add 1/2 cup panko bread crumbs to it and mix. Sprinkle all over the mac and cheese in a thin layer and bake at 350°F for 15 minutes, or until it bubbles. Turn the broiler on Low and brown the panko crumbs for a minute or two. Don't walk away though, it browns quickly.

Enjoy the best mac and cheese you'll ever make!