Baked Macaroni and Cheese

I got this recipe from my "How to Cook Everything" cookbook by Mark Bittman. He proclaims it as a mac and cheese for the grownups because it's not extra creamy and cheesy as most kids prefer. I agree that it is more sophisticated, with it's sharp flavor and little bit of a crunch from the breadcrumbs. We have eaten it as a side and a main dish. Either way, it's amazing!
2 1/2 cups milk (low fat or non fat is fine)

2 bay leaves

1 lb. your favorite pasta shape

4 Tbsp. butter

3 Tbsp. flour

1 1/2 cups grated Cheddar cheese

1/2 c. Parmesan

salt and freshly groud pepper

1/4 c. bread crumbs

1. Preheat oven to 400. Bring a large pot of water to a boil.

2. Once the water is boiling, add the pasta and begin to cook. Cook the milk with the bay leavesin a small saucepan over medium-low heat. When small bubbles appear along the sides, about 5 minutes later, turn off heat and let stand.

3. When the pasta is to the point where it feels like it could go another minute or two, remove from heat, drain, and add back to the pan. In a small saucepan, over medium-hi heat, melt 3 Tbsp. of the butter. When it's foamy, add the flour and cook, stirring constantly until the mixture starts to brown. Remove the bay leaf from the milk and add slowly little by little, about 1/4 c. at a time. Whisk with a wire whisk constantly until the mixture starts to thicken. Add the Cheddar and stir to combine.

4. Pour the sauce over the noodles. Add the parmesan, salt and pepper and stir to combine. Melt the remaining Tbsp. of butter and add to the breadcrubs. Stir to combine.

5. Add the pasta to a baking dish and top with the breadcrumbs. Bake 15 minutes. I like to put the dish under the broiler very briefly at the end as well to brown the breadcrumbs. It should only take less than a minute.

Serves 4-6