1 lb. macaroni (or rotini, etc.)
4 Tbsp. butter
¼ cup flour
2½ cups milk
12-16 oz. grated cheese (e.g.: 10 oz. Cheddar and 6 oz. Asiago)
½ tsp. salt
½ tsp. black pepper
¼ tsp. nutmeg
¼ tsp. cayenne or chipotle pepper
½ cup breadcrumbs or crumbled crackers (optional)

  • Cook macaroni according to package directions (or one minute less, if baking). Drain and set aside.
  • While pasta is cooking, melt butter in large skillet over medium heat.
  • Stir in flour and cook for one minute.
  • Pour in milk a little at a time, stirring constantly until the milk is incorporated and the sauce is smooth.
  • Continue cooking until the sauce boils and thickens.
  • Reduce heat, add spices and cheese, and stir until cheese is melted.
  • Fold pasta into cheese sauce and stir to combine.
  • (optional) Top with breadcrums and bake at 350°F in a greased casserole dish or dutch oven for 15-20 minutes, until hot and bubbling.