Preheat your oven to 350°F. Grease a 9 x 13-inch baking dish with some of the unsalted butter, making sure to coat the bottom and sides well to prevent sticking.

Bring a large pot of salted water to a boil. Add the elbow macaroni and cook until al dente, following the package instructions. Drain the macaroni and set it aside. I always taste a piece to make sure it’s perfectly cooked before draining.

In the same large pot over medium heat, add the remaining unsalted butter and cream cheese. Stir continuously until both have melted and combined smoothly, about 1-2 minutes. This creates a rich, velvety base for your sauce.

Add the paprika, garlic powder, onion powder, black pepper, and the warm milk to the pot. Stir well to combine all the seasonings into the creamy base. Increase the heat to medium-high and bring the mixture to a light simmer, stirring frequently until it starts to thicken. Be careful not to let it boil.

Remove the pot from the heat. Add the shredded sharp cheddar cheese, shredded mozzarella cheese, and shredded Gruyere cheese. Stir gently until all the cheese is melted and the sauce is smooth. Add the cooked macaroni from Step 2 and mix thoroughly so the pasta is evenly coated in the cheesy sauce. I love how adding Gruyere gives this mac and cheese a nutty depth of flavor.

Transfer the cheesy pasta mixture to the greased baking dish from Step 1. Spread it out evenly. Bake in the preheated oven for 20 minutes, or until the top is golden brown and bubbly. Allow it to cool slightly before serving for the best texture and flavor.