I don't remember where this recipe came from, but man is it ever good. It's got a little kick (or a lot, depending on your taste) and you can take the cayenne pepper out completely for those more sensitive palates.
Ingredients:
8 oz elbow macaroni
1 c. broccoli florets (fresh or frozen)
4 T. butter
2 T. flour
2 c. milk (low- or no-fat works just as well as whole)
1 c. shredded sharp cheddar cheese
1/2 c. shredded Gruyere cheese
1/4 c. grated parmesan
1/2 t. salt
1/4 t. cayenne pepper
1/4 c. bread crumbs
Directions:
1. Cook macaroni according to package directions until al dente or still slightly firm (it will cook more in the oven).
2. Fill another saucepan 3/4 full with water. Bring to a boil, add broccoli, reduce heat to medium, cook until al dente. Drain and set aside.
3. Preheat oven to 375 degrees F, grease an 8x8 inch glass baking dish
4. In a medium sauce pan, melt butter. Add flour, stirring 1 minute, until smooth. Gradually whisk in milk, stirring continuously until thickened, about 3 minutes. Remove from heat.
5. Reserve 1/4 c. cheddar cheese. Stir remaining cheeses, salt & cayenne into sauce until cheeses melt. Add macaroni & broccoli to sauce and pour into prepared baking dish.
6. Bake for 15 minutes, sprinkle top with reserved cheddar and bread crumbs. Bake 10 to 15 minutes longer, until bubbly.



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