Home Made Mac 'n' Cheese

We had a dinner party/game night with our friends last night, and this is one of the dishes I whipped up, ala Martha Stewart (from her Oct 2011 issue).  Of course, I made a healthy dish (Chicken Tortilla soup) for myself and anyone else who wanted a lighter dinner, but this turned out pretty well!

*Warning*
This is not a healthy recipe!  The only reason I'm posting it on here is because it's all natural and is a great substitute for the boxed, preservative-chocked

Ingredients:
1 stick unsalted butter
1C panko breadcrumbs
5C whole milk
1/2C flour
4C grated sharp cheddar cheese
1 1/2C grated Gruyere cheese
1 1/2C Fontina cheese
coarse salt and ground black pepper
1/4tsp nutmeg
1/4tsp paprika
1/4tsp cayenne pepper

1lb elbow macaroni

I like to prep all my ingredients ahead of time in bowls so I can quickly assemble.

Preheat oven to 375F.  Butter a 9x13 baking dish.  Melt 2T butter in a small saucepan over medium heat.  Add breadcrumbs and toast, stirring occasionally until golden brown, about 5 min. (see pan in front right of below photo)

Warm milk in a medium saucepan over medium heat. (back left pan)  Melt remaining 6T of butter in a large high sided skillet over medium heat.  Heat until butter bubbles.  Add flour and cook, stirring constantly for 1 min.  (front left pan)

Gradually pour the warmed milk into butter mixture, whisking constantly.  Continue whisking until mixture bubbles and thickens, about 5 min.  Remove from heat and stir in 3C cheddar, and 1C each Fontina and Gruyere, 1/2tsp salt, 1/4tsp black pepper, the nutmeg, cayenne, and paprika. 

Bring a large pot of water to a boil.  Cook pasta.  Drain and transfer pasta to cream sauce.  Stir to coat and transfer to baking dish.  Scatter remaining cheeses on top and sprinkle with toasted bread crumbs.  (I would recommend starting the water heating when you put the milk on to warm.  That way the pasta is ready to go just as your cheese sauce is getting done.)

Bake about 15 min, until the cheeses are melted.  If you did it like me and prepared it ahead of time and stored it in the fridge for a while, you may need to cook it for longer.  We baked it for about 25 minutes.  Enjoy!