Step 1

Preheat oven to 350°F. Prepare pasta according to package directions for al dente.

Step 2

Melt butter in a large saucepan over medium. Add onion, mustard, salt, black pepper, nutmeg, and cayenne; cook, stirring constantly, until fragrant, about 30 seconds. Add flour, and cook, stirring constantly, until golden brown and smooth, about 2 minutes. Gradually whisk in milk and cream, and bring to a boil, whisking occasionally. Reduce heat to medium-low, and simmer, whisking constantly, until slightly thickened and mixture coats a spoon, about 5 minutes. Stir in Worcestershire sauce. Remove from heat, and stir in shredded extra-sharp yellow Cheddar and white Cheddar cheeses until melted. Stir in cooked pasta and diced cheeses; pour into a lightly greased 13- x 9-inch (3-quart) ceramic baking dish.

Step 3

Stir together panko, melted butter, sage, thyme, and rosemary, and sprinkle breadcrumb mixture over casserole before baking.

Step 4

Bake on a rimmed baking sheet in preheated oven until bubbly and golden, about 30 minutes, until topping is golden brown and crisp. Remove from oven, and cool slightly on a wire rack, about 15 minutes. Serve immediately.