Ingredients

6 tablespoons unsalted butter

1 cup fresh breadcrumbs

1/4 cup grated Parmesan

8 ounces sliced cremini mushrooms

1/2 cup unbleached all-purpose flour

6 cups 2-percent milk

3/4 pound elbow macaroni

3 cups grated Fontina

1 cup grated Gruyere

2 teaspoons chopped fresh thyme leaves

Kosher salt and freshly ground pepper

Preparation

Heat broiler. In a large straight-sided, oven-safe skillet, melt butter. Remove 1 tablespoon butter and combine with breadcrumbs and Parmesan.

Add mushrooms to skillet and cook until softened. Whisk in flour and cook, stirring, 1 minute. Very gradually whisk in milk and bring to a simmer. Add macaroni and cook, stirring constantly and scraping bottom of pan, until tender, about 6 minutes. Remove from heat, stir in remaining cheese and the thyme, and season with salt and pepper. Top with breadcrumb mixture and broil until golden brown, 1 to 2 minutes.