Heat oven to 375° F
Have all ingredients measured out next to your stove.
In a stock pot add 4 qts. of water. Add 3tbsp. of salt to the boiling water and cook elbow macaroni until al dente.
In a small saucepan, melt butter.
To your melted butter, add flour.
Whisk well and continuously so that the flour tastes cooks out. This is called your roux.
To your roux add spices and Worcestershire sauce.
Once all the spices and Worcestershire sauce is mixed into the room. Slowly add your milk or heavy cream.
Continue to whisk your cream sauce until it thickens. Try not to let it sit unattended for too long because the bottom will burn.
Once bubbles appear, turn off the heat and add in two cups of cheese.
Mix until the cheese is melted and blended into the sauce.
For half of your cooked macaroni noodles into your glass baking dish.
Next, add half of the cheese mixture to the baking dish, the baking dish. Mix until all the macaronis are coated and repeat this step until the entire baking dish is full of macaroni and cheese.
Smooth out the top of your macaroni and top off with leftover cheese.
Foil cover and bake for 25 minutes till bubbling, remove foil for the last 10 minutes to brown the top.
Enjoy!