Step 1

Preheat oven to 375°.

Step 2

Grease a 1 1/2 quart souffle baking dish. Set aside.

Step 3

Boil large pot of water to cook macaroni according to package directions. But stop cooking about two minutes early. (Pasta should be slightly underdone.)

Step 4

Drain and rinse pasta with cold water and set aside.

Step 5

In large saucepan, melt 1 tablespoon of the butter.

Step 6

Add fresh breadcrumbs and stir until thoroughly coated. Set aside.

Step 7

In a small sauce pan or microwave, heat milk until very hot but not scalded.

Step 8

Meanwhile, in the pan you used for the bread crumbs, melt remaining 3 tablespoons butter over medium heat. When butter is bubbling, add flour and stir until cooked, about 1 minute.

Step 9

Slowly whisk in hot milk, whisking continuously until all milk is incorporated and sauce begins to thicken, about 5 minutes.

Step 10

Remove pan from heat and stir in salt, black pepper, cayenne, 1 1/2 cups of cheddar, 3/4 cup of Gruyere and all the dry Jack cheese.

Step 11

Mix well until all the cheese has melted.

Step 12

Add cooled macaroni to the cheese sauce and pour mixture into the buttered casserole dish.

Step 13

Sprinkle with remaining cheddar and Gruyere cheeses, then top with buttered bread crumbs.

Step 14

Bake, uncovered, for 25-30 minutes, or until the breadcrumbs are golden brown and casserole is bubbling.

Step 15

Let sit for 5 minutes, then serve.