Rich & Creamy Macaroni and Cheese

• 5 T. butter or margarine
• 1/4 c. flour
• 3 c. milk (if you want to go really over the top, substitute some heavy whipping cream for some of the milk.)
• 2 egg yolks
• 1/2 t. black pepper
• 1/2 t. salt
• 1/8 t. nutmeg
• 3 1/2 c. cheddar cheese, shredded or cubed, divided
• 3/4 c. breadcrumbs
• 2 T. butter or margarine, melted
• 1/2 – 3/4 lb. elbow macaroni, fully cooked and drained

1. In a large pot, melt 5 T. butter or margarine. Whisk in flour and cook for 2 minutes, stirring frequently.

2. In a small bowl, whisk together milk, egg yolks, pepper, salt and nutmeg. Whisk into the pot, stirring rapidly. Bring to a slow boil over medium heat until thickened just enough to coat the back of a spoon. Remove from heat and stir in 3 cups of cheese. Stir until cheese is completely melted.

3. Pour cooked macaroni into pot and stir to coat. Pour into a greased 13×9 casserole dish. Top with remaining cheese. In a small bowl, combine bread crumbs with 2 T. melted butter or margarine. Sprinkle on top of the casserole. Bake at 350 degrees for 25-30 minutes, until bubbly and golden brown.