1

lb

elbow pasta

1

stick

butter

1/2

cup

flour

4

cups

skim milk

1

tsp

salt

1/2

tsp

pepper

1/4

tsp

nutmeg

6

cups

cheddar cheese, divided

1

Boil pasta according to package directions, side aside.

2

Melt butter in a large enameled cast iron pot over medium-low heat. Once melted, and flour and whisk well.

3

Slowly add milk and cook, stirring frequently with the whisk, until thickened and smooth - you will see mixture start to bubble. Raise heat to medium if necessary. This will take about 4 - 5 minutes.

4

Reduce temperature to low, add Salt, pepper and nutmeg and stir well.

5

Add 5 1/2 cups of cheese and mix until melted. Stir in pasta and mix well.

6

Top with 1/2 cup of cheese and breadcrumbs if using.

7

Bake in the oven at 350 degrees for about 30 - 35 minutes.

8

To make ahead: complete steps 1 through 5, then refrigerate until ready to bake. Put on the bread crumbs and bake for about 40 - 45 minutes.