three cheese macaroni

½ cup butter
½ loaf white bread
5 cups milk
½ cup flour
1 ½ tsp salt
½ tsp pepper
¼ tsp cayenne pepper
3 ½ cups grated sharp cheddar
2 cups grated mozzarella
1 cup grated asiago
1 pound elbow macaroni, slightly undercooked

Preheat oven to 375-degrees and butter a 3 quart casserole dish; set aside. Remove crusts from bread and tear bread into ¼-inch crumbs (about 2 cups). Melt 2 tbs of the butter and toss together with bread crumbs in a medium bowl. Set aside.

In a medium saucepan over medium heat, heat milk to simmer. Meanwhile, in a large, deep skillet over medium heat, melt butter. Add flour and whisk for one minute. Gradually add hot milk while whisking vigorously until the mixture thickens and begins to boil. It should be very smooth. Remove from heat and add salt, pepper and cayenne pepper. Stir in 2/3 of each of the cheeses. Stir in cooked macaroni and scrape into prepared casserole. Sprinkle remaining cheese over top, then finish with bread crumbs. Bake 30 minutes, until golden on top. Let set on a wire rack for a few minutes before serving.