| Ingredient | Amount |
| Pasta with dry elbow macaroni | 1 pound |
| salted butter | 1/2 cup |
| All-purpose flour | 1/2 cup |
| Milk, at room temperature (2% or whole) | 2 cups |
| Half and half, at room temperature | 2 cups |
| Worcestershire sauce | 1 teaspoon |
| Diced Velveeta cheese, at room temperature | 12 ounces |
| Grated cheddar cheese, divided (at room temperature) | 3 cups |
| Salt | 1 teaspoon |
| dry mustard | 1/2 teaspoon |
| Black pepper | 1/4 teaspoon |
| Nutmeg | Pinch |
