Serves 6

Ingredients:

3 Tbs. unsalted butter
3 1/2 Tbs. all-purpose flour
1/8 tsp. freshly grated nutmeg
3 cups milk
1 tsp. salt
3/4 lb. elbow macaroni
1 Tbs. Worcestershire sauce
2 1/4-cups shredded sharp cheddar cheese
1 cup bread crumbs
1/2-cup grated parmesan cheese
1 tsp. dried thyme
1 tsp. freshly ground pepper

Instructions:

1. Preheat oven to 375F and butter a two-quart shallow baking dish.
   
2. In a six-quart pot, bring five quarts salted water to a boil
   
3. In a heavy sauce pan, melt butter over moderately low heat and stir in flour.
   
4. Whisk for three minutes and whisk in milk, nutmeg and salt. Bring sauce to a boil, continuing to whisk for three more minutes.
   
5. Remove pan from heat and stir in cheddar cheese until melted through. Add Worcestershire sauce.
   
6. Stir pasta into boiling water and cook until al dente (8-10 minutes). Drain in a colander.
   
7. In a large bowl, combine pasta with cheddar cheese sauce and transfer to prepared dish.
   
8. In a small bowl, combine breadcrumbs, Parmesan and thyme and sprinkle over macaroni and cheese.
   
9. Bake in middle of oven 25-30 minutes or until golden and bubbling and let stand 10 minutes before serving.