Step 1

Preheat oven to 325°F and grease a 3 qt baking dish (9x13"). Set aside.

Step 2

Bring a large pot of salted water to a boil. Add dried pasta and cook 1 minute less than package directions for al dente. Drain and drizzle with a little olive oil to prevent sticking.

Step 3

Shred cheeses and toss together to mix. Divide into three portions: approximately 3 cups for the sauce, 1 1/2 cups for the inner layer, and 1 1/2 cups for the topping.

Step 4

Melt butter in a large saucepan over medium heat. Sprinkle in flour and whisk to combine until it resembles wet sand. Cook for approximately 1 minute, whisking often. Slowly pour in about 2 cups of the half and half while whisking constantly until smooth. Gradually add the remaining half and half and the whole milk, whisking constantly, until smooth. Heat over medium heat, whisking often, until thickened to the consistency of a semi-thinned condensed soup. Remove from heat and stir in spices and 1 1/2 cups of the shredded cheese. Stir to melt, then add another 1 1/2 cups of cheese and stir until completely smooth.

Step 5

In a large mixing bowl, combine drained pasta with the cheese sauce. Stir to coat the pasta evenly.

Step 6

Pour half of the pasta mixture into the prepared baking dish. Top with 1 1/2 cups of shredded cheese, then layer the remaining pasta mixture on top. Finish by sprinkling with the remaining 1 1/2 cups of shredded cheese.

Step 7

Bake in the preheated oven for 15 minutes, until the cheese is bubbly and lightly golden brown.