Best Mac n Cheese

[The Mrs.]

8 Tbsp (1 stick) unsalted butter
6 slices good white bread, crusts removed, torn into 1/4 inch pieces
3 1/2 cups milk
2 cups heavy whipping cream
1/2 cup all-purpose flour
2 tsp salt
1/4 tsp freshly grated nutmeg
1/4 tsp freshly ground black pepper
1/4 tsp cayenne pepper
10 oz grated sharp white cheddar cheese
10 oz grated sharp yellow cheddar cheese
8 oz grated Gruyere cheese
1 pound elbow macaroni

directions:

Heat oven to 375 degrees. Spray a 3-quart casserole dish with cooking spray; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter. Pour butter into bowl with bread, and toss. Set breadcrumbs aside.

In a medium saucepan set over medium heat, heat milk and whipping cream. In a high-sided skillet, melt remaining 6 tablespoons butter over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.

While whisking, slowly pour in warm milk. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick.Remove pan from heat. Stir in salt, nutmeg, black pepper, cayenne pepper, and cheeses. Set cheese sauce aside.

Fill a large saucepan with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water, and drain well. Stir macaroni into the reserved cheese sauce.

Pour mixture into prepared dish. Sprinkle breadcrumbs over top. Bake until browned on top, about 30 minutes. Transfer dish to a wire rack to cool 5 minutes; serve hot.