the best mac and cheese

I first made this mac and cheese about two years ago. I was addicted to Annie's Mac and Cheese but I wanted to step up my game and make it homemade. This dish can feed a lot of people as a side dish or just plain. If you want to take this dish to another level you can top it with bacon bits or whatever you enjoy in your mac and cheese.

what you need:

1 lb. cavatappi pasta (or pasta of your choice)*
½ c. butter
½ c. flour
4 c. milk
6 c. freshly shredded sharp or white Cheddar
1 T. salt
up to 1 T. pepper
2 T. butter
½ c. panko bread crumbs

*I used shell pasta

what to do:

Boil pasta in salted water according to package directions. Melt butter in large saucepan over medium heat. Sprinkle in flour and whisk and cook 2-3 minutes. Add in salt and pepper.

Slowly pour in 4 c. milk whisking until smooth and heating to a low boil until thickened. Do not stop until thick. Remove from heat.

Grease a 9x13" baking dish and add the hot pasta to the dish. Over the top sprinkle 6 c. of freshly shredded cheese. Pour the thickened cream sauce over the hot pasta and cheese and let it sit until the cheese melts. Stir everything together.