1 lb box elbow macaroni noodles (I use an assortment of different short-cut pastas)

12 TBS butter, divided

1 large onion, finely diced

1/2 cup flour

2 tsp dry mustard or 2 tsp Dijon mustard

2 TBS Worcestershire sauce

1/2 tsp salt

1/2 tsp pepper

5 cups whole milk 

1 lbs good extra sharp cheddar cheese, grated

1 1/2 cups plain breadcrumbs

1/2 cup good extra sharp cheese, grated

Preheat oven to 350 degrees.

Heat water in a large stock pot. Cook pasta according to package directions and drain.

Heat 8 TBS butter in a large skillet or dutch oven over medium heat. Add onions. Cook until the onions are transparent, about 4 minutes.  Add flour and combine with onions and butter. Let cook for about 4 minutes to get rid of the raw flour taste. Do not let the flour brown.

Add dry mustard. Slowly add milk in two halves. Whisk until thickens and then add the last half of milk, whisking until it thickens too.

Add salt and pepper. Add 1 1/2 lbs of cheddar cheese and stir until it melts. Take off heat.

Grease the inside of a large bowl or individual serving dishes with butter and set aside.

Add macaroni and cheese sauce back into the stock pot in batches. You want your macaroni to be "swimming" in the cheese sauce. If the sauce is too thick or the macaroni is not wet enough add up to another cup of milk and incorporate well.

Scoop out the macaroni and cheese and put in the prepared bowl or dishes.

Wipe out the large skillet and add the remaining 4 TBS of butter. Melt. Remove the pan from the heat. Add the breadcrumbs and mix well.

Top the macaroni and cheese with the buttered breadcrumbs and bake for 30-40 minutes until the mac and cheese is bubbly and the breadcrumbs are golden brown.

To Make Ahead:

I make the macaroni and the cheese sauce ahead and keep them separate in  resealable bag in the refrigerator for up to two days. Mix them together, top them with the buttered breadcrumbs and cook as directed.