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1
Preheat the oven to 400F.
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2
Butter a shallow 4-quart baking dish (or use 2 smaller baking dishes, or one smaller baking dish and some individual ramekins; see the Fork in the Road in Notes).
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3
Bring a large pot of water to a boil, salt it generously, and let the water return to a boil.
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4
Meanwhile, make the panko topping: Melt the butter in a small saucepan over low heat or place it in a medium-size microwave-safe dish and heat it in a microwave oven until melted, 15 seconds.
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5
Add the panko and the Parmesan and stir until well combined.
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6
Set the panko topping aside.
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7
Make the pasta and sauce: Melt the butter in a large heavy saucepan over medium heat.
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8
Whisk in the flour and red pepper flakes, if using.
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9
Cook, stirring, until the flour is blond in color, about 4 minutes.
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10
Gradually whisk in the milk.
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11
Increase the heat to medium-high and let come to a simmer, whisking frequently.
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12
Reduce the heat to medium-low and let the sauce simmer until it starts to thicken, about 5 minutes.
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13
Add the cream, grated cheese, Parmesan, mustard, salt, and black pepper, stirring until everything is smooth.
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14
Taste for seasoning, adding more salt and/or black pepper as necessary.
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15
Add the pasta to the boiling water and cook it until barely al dente (follow the package directions but stop a minute or two before the pasta is completely tender).
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16
Set aside 1 cup of the pasta cooking water, then drain the pasta.
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17
Whisk the reserved pasta cooking water into the cheese sauce, combining it thoroughly.
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18
Add the pasta to the cheese sauce and stir to combine.
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19
Spoon the pasta mixture into the prepared baking dish.
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20
There will appear to be a lot of sauce.
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21
Some of it will be absorbed into the pasta as it cooks, and in my book saucy is better than dry.
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22
You can continue with Step 8 or see the Fork in the Road suggestion on preparing the mac and cheese for kids below
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23
Sprinkle the panko topping evenly over the pasta and bake it until golden and bubbling, 30 to 40 minutes.
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24
Let the pasta sit for a few minutes before serving.
