1 lb elbow macaroni
3 C sharp cheddar cheese, grated
2 C heavy cream
1 C whole milk
1/2 C (1 stick) unsalted butter, plus 2 Tbsp
1/2 C all-purpose flour
1/3 C seasoned breadcrumbs
1/3 C parmesan cheese, grated
4 Tbsp pesto sauce, or to taste
1/4 tsp ground nutmeg
kosher salt and freshly ground pepper, to taste
Preheat oven to 350 F degrees. Lightly grease a 9x13 baking dish with butter or non-stick cooking spray.
Bring a large pot of salted water to boil. Cook pasta according to packaging directions, or until al dente. Drain and set aside.
Heat 1/2 C butter in a large saucepan, over medium heat, until melted.
Whisk in flour and cook for 1-2 minutes, or until roux is smooth and paste-like.
Slowly whisk in heavy cream and whole milk. Mix in cheddar cheese and cook for 10 minutes, or until thickened.
Season with salt, pepper, and nutmeg.
Stir in pasta and pesto sauce until coated. Transfer to baking dish.
In a small bowl, combine parmesan cheese and breadcrumbs. Melt remaining 2 Tbsp butter and add to bowl. Stir to combine.
Spread breadcrumb mixture over pasta.
Bake for 20 minutes, or until topping is golden brown and pasta is heated through.