2-4 cups pasta of your choice (macaroni, shells, etc)
2 cups grated cheese (use 2 varieties – I use low-fat mozarella and low-fat cheddar, but you’d have more flavour with siwss or gruyere)
1 1/2 cups milk
1/6 cup flour
2 tbsp sour cream and/or ricotta (optional – to add flavour and creaminess)
3 tbsp breadcrumbs
2 tbsp grated parmesean
large dash nutmeg
dash paprika
pinch cayenne
salt & pepper to taste
1/2 cup chopped scallions, cooked until soft (optional)
spinach, cooked (optional)

1. cook & drain pasta.

2. set oven to 375F

3. in a small pot on medium heat, warm milk. When warm, gradually whisk in flour and stir until thick.

4. Remove milk from heat. Add 3/4 of the cheese (not the parmesean), the sour cream/ricotta, spinach, scallions, and all spices. Stir to mix well.

5. Put pasta and sauce into a 9×13 dish. Mix well. Top with the extra cheese, parmesean, and breadcrumbs.

6. Bake for 15-20 minutes, then broil until nice and brown.