Get a large 9 x 12 casserole and preheat your oven for 350.
Grate cheese and set aside. Put a large pot of water on to boil. Add salt to the water.
Mince the shallot if you are not using shallots in oil.
While the water is coming to a boil, get a large saucepan and melt the butter in it. Add the shallots and sauté them until they are translucent.
Add the mustard and mix it in thoroughly. Add the flour and stir to completely incorporate it into the butter. Make sure there are no lumps of flour.
Add nutmeg and pepper. Continue to stir constantly. The flour will now be ready to accept the milk.
Pour three-quarters of the milk into the butter/flour mixture, the Worcestershire, cayenne, and bay leaf. Stir until thickened. You may not need the entire cup of milk, but add if needed. You should cook the sauce for about 10 minutes or until the sauce has thickened nicely. Remove the bay leaf.
Drain the pasta and put it into a very large bowl.
Add the cheese to the pasta in the bowl and cover with the sauce.
Toss the mixture together then put it into the casserole.
Melt the remaining butter.
Sprinkle the bread crumbs over the macaroni then drizzle the butter on top.
Place in the oven, and bake 20 minutes.
Enjoy!
Notes
You can keep some of the cheese in chunks, so you will get clumps of cheese when you eat it. Our family particularly likes this. You can also add some fresh mozzarella to the cheeses if you want. If you are extra sensitive to heat, omit the cayenne, although it is so little it should have virtually no heat.
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