Prepare the béchamel:

• Add milk into a small saucepan.
• Place the saucepan on the stove and heat over medium-high heat until the milk just comes to a simmer.
• Remove from heat and set aside.
• Place a separate larger saucepan on the stove.
• Add butter and melt over medium heat.
• Add flour and whisk constantly until the mixture turns light brown in colour (about 3 minutes).
• Remove from heat.
• While whisking constantly, slowly add the hot milk to the flour mixture until evenly combined and smooth. Note: It will be very thick when you first add the milk, then it will thin out.
• Heat the stove to a medium-high heat and return the large saucepan to the stove.
• While whisking constantly, cook the mixture until the sauce thickens and coats the back of a spoon (about 2 to 3 minutes).
• Stir in salt. Check taste and season with additional salt if desired.
• Remove from heat and set aside.

Prepare the pasta:

• Place a large pot on the stove.
• Add water and bring to a boil over high heat.
• Add salt, stir for 15 seconds.
• Add pasta and cook until it’s almost al dente i.e. just on the edge of being underdone (about 6-7 minutes).
• Using a measuring cup, reserve 1 cup of pasta water and set aside.
• Drain the remaining water, rinse with cold water and set aside.
• Optional: If you want to bake your mac and cheese, preheat your oven to 400°F.
• Place the large saucepan with the béchamel on the stove over medium heat.
• Add the cheese and stir until the cheese melts and becomes smooth.
• Add the pasta.
• Continue cooking, stirring occasionally, until the pasta is heated through and steaming (about 2 to 4 minutes). If needed, add reserved pasta water to achieve desired consistency.
• Optional: If baking, transfer to a baking dish and sprinkle with panko. Place the baking dish in the oven until bubbling and brown on top (about 25-30 minutes).

Serve and enjoy!