Here’s what you need:
l pound macaroni (I like Barilla Plus Multi-Grain elbows pasta)
14 tablespoons unsalted butter
6 tablespoons flour
1/2 medium onion, thinly sliced
l bay leaf
l sprig fresh thyme
8 black peppercorns
4 1/2 cups milk (I use skim milk)
2 teaspoons Kosher salt
l teaspoon black pepper
l pound grated sharp cheese
1 1/4 cup coarse fresh breadcrumbs (you can use store bought breadcrumbs, but make your own in a food processor or blender if you can)
Preheat your oven to 375 degrees. Cook macaroni as directed and drain well. In the mean time, melt 12 tablespoons of the butter in heavy saucepan. Add flour, onion, bay leaf, thyme, peppercorns; reduce heat to med-low and cook about three minutes, stirring constantly, to make a roux (this will help thicken your sauce). Slowly whisk in the milk until smooth. Raise heat to medium high and whisk until it boils, then cook about three more minutes until your sauce thickens a bit. Lower heat and simmer about 10 minutes more, stirring. Strain sauce into a large bowl (removing onions, herbs, and peppercorns). Add salt, pepper, and cheese stirring just until cheese is melted. Toss in the cooked macaroni and pour the mixture into your baking dish. Melt remaining two tablespoons of butter and toss with the breadcrumbs. Sprinkle the breadcrumbs over top of casserole and bake for about 40 minutes.
This is rich enough to be a main dish! I’ll usually add a side of steamed broccoli or other green vegetable. It’s also perfect for a big group. Enjoy!