Macaroni and Cheese

8 T (1 stick) butter, plus more for dish
6 slices good white bread, crusts removed, torn into 1/4-1/2 inch pieces
5 1/2 cups milk
1/2 cup all-purpose flour
2 tsp. salt
1.4 teaspoon freshly grated nutmeg
1/4 teaspoon freshly ground black pepper
1/4 teaspoon cayenne pepper, or to taste
4 1/2 cups (about 18 oz.) grated sharp white cheddar cheese
2 cups (about 8 oz.) grated Gruyere or 1 1/4 cups (about 5 oz.) grated Pecorino Romano cheese
1 lb. elbow macaroni

Heat oven to 375. Butter a 3 quart casserole dish; set aside.

Place the bread in a medium bowl. In a small saucepan over medium heat, melt 2 T butter. Pour butter into bowl with bread, and toss. Set the bread crumbs aside.

In a medium saucepan set over medium heat, heat the milk. Melt remaining 6 T butter in a high-sided skillet over medium heat. When butter bubbles, add flour. Cook, stirring, 1 minute.

While whisking, slowly pour in hot milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.

Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 3 cups cheddar cheese, and 1 1/2 cups Gruyere or 1 cup Pecorino Romano; set cheese sauce aside.

Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. Transfer the macaroni to colander, rinse under cold running water, and drain well. Stir macaroni into the reserved cheese sauce.

Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and bread crumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes.

**Instead of using bread crumbs, try crushed corn flakes**