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Martha Stewart, Ina Garten and Alton Brown all have great recipes.

The best recipe ever is based on Sweetie Pie's
**This is not the original recipe, which you can google, it is my adaption of it with ingredients added and some removed and others changed.
People will BEG you for this recipe. I never serve it without being begged.
Enjoy!

1 pound elbow macaroni pasta (I use small shells or cavatappi)
1 cup whole milk
Two 12-ounce cans evaporated milk
3 eggs
4 tbsp butter melted
1/2 pound colby-jack cheese, shredded
1/2 pound gruyere cheese, shredded
1/2 pound sharp Cheddar cheese, shredded
1/2 pound Velveeta shreds cheese or cut into small chunks
seasoned salt, to taste
white pepper (if you care to black if you like)
1/2 teaspoon yellow ground mustard powder
a few grates of nutmeg

DIRECTIONS:
Preheat oven to 350 degrees. Bring a large pot of lightly salted water to a boil. Cook pasta according to package directions. Drain and transfer the pasta to a 9-by-13-inch casserole dish. Set aside.

In a large bowl, combine the whole milk, evaporated milk and eggs.Whisk until thoroughly combined. Season with salt, pepper, mustard and nutmeg.
Next add colby-jack, gruyere,sharp cheddar and Velveeta cheeses to the milk egg mixture. Last add the melted butter (make sure it is not hot)
Pour the milk/egg/cheese mixture over the drained pasta.
Bake for 30 to 45 minutes, or until the top is lightly browned.
Serves 8.

Well, hard to give advice as not sure what you mean by "no other weird ingredients" -- does this mean you want it to be strictly macaroni and cheese without anything else? If so, the only way to make it more "upscale" would be to use very high-end gourmet cheeses. Which ones depends on your taste (or that of the people you're serving).

If you just mean that you don't want to add anything hugely distracting from the mac'n'cheesiness of the dish (e.g., peas, chunks of ham, etc.), but don't mind one or two unique ingredients to give it a bit of a twist, then I'd recommend dusting the top, sparingly, with shaved truffle. It is sublime. Or add a splash of sherry or white wine or cognac to the bechamel (to give it a bit of a raclette or fondue quality).

Sweat the the shallots or onions with some minced pancetta for the bechamel.

I agree with @LoCo, I thought of the shaved truffles (coming into truffle season!!!), but figured the OP might consider it a "weird" ingredient.

I don't know if this is considered very upscale, but in addition to using different cheeses (gruyere is really nice), I use bacon.

Cook the chopped bacon, then remove. Keep the bacon drippings, and make the roux out of that. (much tastier than butter for the roux).

I've gotten tons of rave reviews on it!

I agree with Perky-- Ina, Martha and Alton all have terrific recipes. If this is not for a potluck, maybe make individual servings in ramekins or oven safe soup crocks for that extra special touch. Use quality ingredients and most of all, enjoy yourself while you're making it, that's one thing that seems to shine through in the end.

@dmcavanagh~let us know what you end up making and how it turned out. As I said in another post, it kills me not to know what was made and how it turned out. Thanks!

Mac is Mac and the best is to just keep it soupy, because the liquid absorbs into the pasta when baking, get creative with the cheeses (all types you like, the more the merrier), but as a rule....I always make sure that sharp cheddar and Velveeta is always in it. But the key is to before throwing it in to the oven is to have the sauce as soupy as possible, trust me, it comes out so cheesy and moist rather dry. I start off with a bechamel and use cream or half and half, stirring it till it is a blond color and it is thickened, then turn the heat to low and add the cheese stirring and if it gets thick I add more cream along with S & P, garlic powder, nutmeg and a few drops of tabasco. Stir all the time till all the cheese melts, then stir in the pasta (I like penne) mix all together and pop it into a greased casserole dish, let stand. Meanwhile take breadcrumbs (any kind), add olive oil parmesan cheese, and paprika mix that till it is moist, toss that on to it and then throw it into a 350 degree F oven for about 45 minutes. But I must say again, make sure that before you put it in the oven the mac is soupy.

@ EVERYBODY-Thanks for all the help, I'm searching and comparing and will try out some suggestions this weekend. I'll give a report.

I haven't tried one yet, but it sounds good. I have a brick of Cabot Chipoltle Cheddar in the fridge that I'm planning on using in mac and cheese over the weekend.

One of the best Macs I ever tasted was made with caramelized onions...Lots of them. Everyone agreed it was one of the best they'd ever eaten at home or in a restaurant.

How gouda is smoked gouda in mac and cheese?

You could try Paula Deen's recipe. Thought it might kill you. I've never actually made it...so I don't know if it's actually good or not.

@katarina-santiago Thanks for that heads up, I just bought some smoked gruyere, i'll have to go easy on that or leave it out. Don't like stinky feet.