This is an easier version for Thanksgiving because you do not need the oven. Browning the top is optional.


Kosher salt
16 oz. elbow macaroni
3 tablespoons unsalted butter
¼ cup minced onion
4 tablespoons instant or all-purpose flour
3 cups milk
1 ½ cups grated Cheddar cheese
11/2 cups grated Monterey Jack cheese
4 oz diced Velveeta cheese
1 tablespoon Dijon mustard
Freshly ground black pepper
¼ cup panko breadcrumbs mixed with 1 tablespoon of melted butter.


Fill a large skillet with water, add salt, and bring to a boil over high heat. Add the pasta and cook according to package directions until just tender. Drain well and set aside.

Melt the butter in the same skillet over medium heat and saute the onion. Whisk in the flour and continue whisking until well combined, about 15 seconds. Whisk in the milk and continue to cook, whisking constantly, until the mixture thickens, 1 to 2 minutes.

Add cheese, and mustard, and whisk until the cheese is completely melted and the mixture is smooth, 2 minutes. Stir in the pasta to coat with the sauce. Off the heat, season to taste with salt and pepper. Sprinkle the panko crumb mixture over the pasta.

Broil until the top is browned, 3 to 4 minutes, and serve.
Serve with oven-fried fish or chicken or as a main entree with a vegetable.