Ultimate Baked Macaroni and Cheese

Preheat oven to 350 F. Grease an 8″ x 11″ casserole dish with butter. Set aside.

Cook macaroni according to package instructions for al dente.

Place 3 tablespoons of butter in a large saute pan over medium heat. Add onion and saute until golden brown and caramelized. Add garlic and stir it around for another minute. Add flour and stir, cooking the flour for about 30 seconds and making sure not to burn it. Slowly add milk 1/4 cup at a time; about 30 seconds between additions. Stir well and cook until flour mixture has absorbed all of the milk. Bring the mixture to a simmer and add mustard, pepper and smoked paprika. Then lower heat to low and cook until thickened, about 3 minutes. Add cheese, reserving 1 cup of cheese for the top of the casserole. Add the cooked and drained macaroni and stir well to cover all the nooks and crannies of the macaroni. Place the mixture into the greased casserole dish and cover with remaining cheese.

For the topping:
Melt the 2 tablespoons butter in the microwave. Then add the panko bread crumbs and mix until evenly coated. Spread evenly over the top of the macaroni and cheese.

Bake for 35-40 minutes until bubbly and golden brown.