Instructions: Preheat oven to 375 degrees. Butter a 2 to 3 quart casserole. Cook the macaroni until al dente. Rinse in cold water, drain and set aside.

Pour the milk into a small saucepan, stick the bay leaf to the onion with the clove and add to milk. Slowly bring the milk to a simmer on a medium-low heat. Melt 1/2 of the butter in a medium saucepan, add the chopped shallots and cook at medium heat until soft. Add the flour, dry mustard and white pepper and cook another 2 min. Slowly add the milk to the butter and flour mixture, whisking constantly. Add the studded onion and the worcestershire to the sauce and simmer at least 20 min., until thick and creamy. Remove from heat, discard the onion and stir in 1/2 cup each of the cheddar and gruyere. Lightly season with thyme and just a pinch of nutmeg and cayenne.

Mix and Bake: Turn the cooked, drained macaroni into the buttered casserole, top with the cheese sauce and mix well. Stir in the remaining cheddar and gruyere with the noodles and warm sauce, and top evenly with the bread crumbs and parmesan cheese. Dot with the remaining butter and bake uncovered for 20 to 30 min. until brown and bubbly.

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