Mac & Cheese with Buttery Breadcrumbs

Bring a large pot of water to a boil, and generously salt the boiling water. Cook Elbow Macaroni (4 1/2 cups) according to package directions for al dente. Drain and set aside.

While the pasta cooks, make the breadcrumb topping. Set a skillet over medium-high heat, then add the Butter (2 Tbsp) , Garlic (2 cloves) , and Fresh Rosemary (1 Tbsp) . Stir until you can smell the garlic and rosemary. Add the Breadcrumbs (1/2 cup) , Salt (1/4 tsp) , and Ground Black Pepper (1/4 tsp) , and fry, stirring frequently, until the breadcrumbs are lightly toasted and fragrant, 1-2 minutes. Set aside.

Return the pot you used for the pasta to the stove, no need to clean it. Add the Unsalted Butter (1/3 cup) and melt over medium heat. Once melted, add the All-Purpose Flour (1/3 cup) and cook, whisking constantly, until the mixture darkens to a golden blonde color, 2-3 minutes.

Gradually add the Whole Milk (4 cups) , whisking as you go. Once it begins to bubble, turn the heat to medium-low and continue to whisk for 8-10 minutes, until the mixture has thickened slightly, but is still runny - you want it to lightly coat the back of a spoon.

Turn heat to low, to the pot, whisk in the Medium Cheddar Cheese (4 cups) , Colby Jack Cheese (2 cups) , Parmesan Cheese (1 1/4 cups) , Dijon Mustard (1/2 Tbsp) , Salt (1/2 tsp) , Ground Black Pepper (1/4 tsp) , and Ground Nutmeg (1/4 tsp) . Whisk until you have a thick, smooth sauce - it should thicken up considerably from the cheese.