Ingredients

2 cups uncooked elbow macaroni1/2 cup butter, divided1/2 teaspoon crushed red pepper flakes1/4 cup all-purpose flour1-1/2 cups whole milk2 cups shredded Gruyere cheese or Swiss cheese1 carton (8 ounces) mascarpone cheese4-1/2 teaspoons Dijon mustard1/4 teaspoon salt1/8 teaspoon pepper 3/4 cup panko bread crumbs1 tablespoon Italian seasoning

Preparation

Preheat oven to 425°. In a 6-qt. stockpot, cook macaroni according to package directions for al dente; drain and return to pot.

Meanwhile, in a medium saucepan, heat 1/4 cup butter and pepper flakes over medium heat until butter is melted. Stir in flour until smooth; gradually whisk in milk. Bring to a boil, stirring constantly; cook and stir until thickened, 1-2 minutes.

Stir in Gruyere, mascarpone, mustard, salt and pepper until blended. Add sauce to macaroni, tossing to combine. Transfer to a greased 13x9-in. baking dish.

Melt remaining butter. Add panko and Italian seasoning; toss to coat. Sprinkle over macaroni. Bake, uncovered, until topping is golden brown, 10-15 minutes.