I stole this from my friend Kelli's recipe blog. But, I made it and it is SO good. We ate it with some fresh green beans, but it would probably be good with a steak or kabobs or something. My local Ralphs did not carry the cheeses, but Trader Joe's does.
1/2 lb. medium shell pasta
2 3/4 cups milk
1/4 cup unsalted butter
1/4 cup all-purpose flour
1 tsp. salt
1/8 tsp. ground black pepper
1/8 tsp. cayenne pepper
1/8 tsp. nutmeg
2 1/4 cups (packed) grated white cheddar
3/4 cup (packed) grated Gruyere
1/2 cup (packed) grated Fontina
6 Tbl. panko (Japanese breadcrumbs)
Cook pasta in large saucepan of boiling salted water until just tender, but still firm to bit, stirring occaisionally. Meanwhile, bring milk to simmer in heavy medium saucepan over med-high heat. Remove from heat. Melt butter in heavy large saucepan over medium heat. When butter foams, add flour. Stir until pale golden, about one minute. Whisk in hot milk. Cook over medium heat until thick and bubbling, stirring occasionally, about 2 minutes. Remove from heat. Stir in salt, pepper, nutmeg and cayenne. Add cheeses and stir until melted and smooth. Preheat broiler. Add pasta to cheese sauce and toss to coat. Place pasta mixture in baking dish and sprinkle with breadcrubs. Broil until crums are golden brown, about one minutes.