Lori K's mac'n'cheese

OK, so that wasn't much of a hiatus. I realized after bringing a dish of what I consider the best macaroni and cheese I've ever had to a party last night that I've never published a copy of it on this blog. So here it is. It's based on the recipe from marthastewart.com, the one my friend Lisa calls "crack'n'cheese" because no one can pass up seconds. My version is a little easier because, well, I'm lazier than Martha Stewart. It may also have fewer calories, but not by much.

Lori K's Mac'N'Cheese
Serves 12

Ingredients
Olive oil in spray can
1/2 cup dry bread crumbs (you have bread ends? Use those. Pulse in food processor until fine)
1 stick (4 ounces) butter, divided
2 ounces grated Parmesan cheese
5-1/2 cups 1 percent milk
1/2 cup all-purpose flour
1 teaspoon kosher salt
1/4 teaspoon freshly grated nutmeg
1/4 teaspoon cayenne pepper (use a pinch if making this for very young or old people)
1/8 teaspoon freshly ground black pepper
4 1/2 cups of sharp, melting cheese (extra-sharp cheddar gives the dish a good color)
6 ounces grated Gruyere or Gouda
1 pound elbow macaroni, cooked until almost done, drained, cooled and separated

Instructions
Spray a 9x13 pan with olive oil and set aside.
Put crumbs in a small bowl. Melt butter and put 2 tablespoons in bowl with crumbs. Toss until well coated and set aside to cool. When cool, mix thoroughly with the Parmesan.
Heat the milk in a saucepan.
Put the rest of the melted butter in a large, deep pot that can hold the volume of the milk plus the macaroni. Bring the butter to bubbling over medium heat and add the flour. Cook 1 minute then add the hot milk slowly, whisking constantly, until the mixture bubbles and becomes thick. Remove pot from heat.
Preheat oven to 375 degrees.
Add the salt and spices to the milk-flour mixture. Whisk until well-blended, then add 3 cups of the cheddar and the Gruyere or Gouda. Stir well until the cheese melts. Add the macaroni to the sauce and stir well.
Pour the mixture into the oiled pan.
Sprinkle the remaining cheese over the top, then the breadcrumbs.
Bake until brown on top, about 30 minutes. Cool on wire rack for 5 minutes, then serve.