Homemade Macaroni and Cheese

I think everyone has a go to mac & cheese recipe. This is mine.  It is creamy and has layers of flavor that give it a little interest.   This is one dish that we all agree on, it is poundable.  And don't eat too much, because it could add pounds. ;-)
I won't babble on this post... not a whole lot to say honestly (I know.  And yes, I am feeling just fine..).  Good eats. 


HOMEMADE MACARONI AND CHEESE

INGREDIENTS:

• 1 lb. elbow macaroni, whole wheat or barilla plus
• 2 cups milk
• 3 TBSP butter, divided
• 2-3 TBSP flour
• 1 sweet onion, diced and caramelized (or 1/2 tsp onion powder)
• olive oil for cooking onion 
• 1/4 tsp nutmeg
• 1/2 tsp dry mustard
• 1/4 tsp paprika
• 1/2 tsp salt
• fresh ground pepper
• 1 cup diced velvetta (I know, it is nasty, but it makes it creamy)
• 3 cups shredded sharp cheddar (Cabot white is wonderful in this)
• 1/2 cup Italian breadcrumbs

DIRECTIONS:

Preheat oven to 350.  Cook pasta al dente, or with a bit of bite.  Meanwhile, in a large skillet or saucepan, over medium high heat, cook onion until soft, browned and sweet. Push onion to side of pan.  Add 2 TBSP butter to pan.  Add flour to make a roux.  Cook for 30 seconds to a minute.  Slowly add 1/2 the milk, whisking as you add it.  Whisk to remove lumps and add remaining milk.  Reduce heat to med/ med-low.  Add spices.  Cook for about 5 minutes, until slightly thickens.  Add velvetta and mix until melted.  Add shredded cheese and mix until melted and smooth.  Spray a casserole dish or 9x13 with cooking spray.  Place cooked pasta in dish.  Pour cheese sauce over and mix to cover pasta evenly with cheese sauce.  In a small pan, melt butter and mix with breadcrumbs.  Sprinkle breadcrumbs over the top of the macaroni.  Bake for 30 minutes, until bubbly and breadcrumbs are toasted.