1. Bring a large pot of salted water (should taste like the ocean) to a boil. Add noodles and cook until just tender. Drain and set aside.

2. In a large pot, melt 4 T butter over high heat and then saute the diced apple until caramelized and tender.

3. Sprinkle in flour over top of apples and stir. Cook for another minute, stirring frequently.

4. Whisk in the heavy cream and milk and bring to a boil, whisking frequently so the milk doesn’t burn on the bottom.

5. Once brought to a boil, turn down the heat to low and whisk in the cheese, salt, and worcestershire. Continue to whisk until all of the cheese is melted thoroughly.

6. Carefully pour mixture into a large blender (can do in batches if your blender isn’t large enough) and blend on high until smooth.

7. Pour cheese sauce over top of noodles and stir. NOTE: depending on how saucy you like your mac and cheese, you may want to use about ¾ of the sauce at first, let it absorb, and then add more sauce if you like it extra cheesey.

8. Pour mac and cheese into a 9×13 pan or your desired serving dish (that is oven proof) and spread evenly.

9. In a medium bowl, melt 2 T butter and stir in panko bread crumbs.

10. Sprinkle bread crumbs over top of mac and cheese and broil until golden brown. Be careful not to burn!