3 T. butter
3 T. flour
1/2 onion, minced
2 1/2 c. hot milk
6 - 8 whole black peppercorns
1/8 t. dried thyme
1 small bay leaf
pinch of grated nutmeg
1 pound macaroni
4 ounces parmesan cheese, fresh grated
3/4 pound Fontina cheese, cut in small cubes
salt
freshly ground pepper
Optional: 1/2 - 1 c. buttered bread crumbs

1. Heat oven to 350° F.
2. Melt the butter in a large sauce pan
3. Add the onion and cook until translucent. Be sure to cook over low heat so that it does not burn
4. Stir in the flour
5. Add the milk slowly and stir frequntly with a whisk
6. The sauce should thicken after a few minutes
7. Add the peppercorns, thyme, bay leaf and grated nutmeg and let it cook about 10 minutes
8. Add the cheeses and stir until they melt
9. Strain out the peppercorns and bay leaf if desired
10. While the cheese sauce is simmering, cook the pasta according to the package directions. It should be al dente
11. Butter a baking / serving dish about 2 1/2 to 3 quart size
12. Drain and rinse the pasta
13. Pour 1/3 pasta into the baking dish
14. Cover with 1/3 cheese sauce
15. Make two more layers of pasta and cheese
16. Sprinkle top with buttered bread crumbs
17. Bake for 15 - 20 minutes until some of pasta starts to turn golden brown

Serves 4 - 6 generously