Baked Mac & Cheese

salt
2 1/2c. milk
2  bay leaves
1lb pasta (elbow, shell, ziti, rotini, whatever)
4tbsp (1/2 stick) butter
3 tbsp all-purpose flour
1 1/2lb grated sharp cheddar cheese
1/2 c. bread crumbs


1. Heat oven to 400 F.  Bring large pot of water to boil and salt it.

2. Heat the milk with the bay leaves in a small saucepan over medium-low heat.  When small bubbles appear along the sides (about 5 minutes), turn of the heat and let stand.  Cook the pasta in the boiling water to the point where you would think it still needed another minute or two to become tender.  Drain it, rinse it quickly to stop the cooking, and put it in a large bowl.

3. In small saucepan ovr medium-low heat, melt 3 tablespoons f the butter; when it is foamy, add the flour and cook, stirring, until the mixture browns (about 5 minutes).  Remove he bay leaves from the milk and add about 1/4 cup of the milk to the hot flour mixture, stiring with a wire whisk all the while.  As soon as the mixture becomes smooth, add a little more milk and continue to do so until all the mlk is used up and the mixture is thick and smooth.  Add the cheddar and stir.

4.  Pour the sauce over the pasta, toss in the parmesan, and sprinkle with salt.  Use the remaining butter to grease a 9x13-inch baking pan and turn the pasta mixture into it.  Top liberally with bread crumbs and bake until bubbling and the crumbs turn brown (15-20 minutes).

Serve hot.