this is Mark Bittman's recipe from How to Cook Everything. I wish I liked my mom's recipe as much...
2 1/2 C milk
2 bay leaves
1 lb cut pasta (I like cavatappi/celantini)
4 T (1/2 stick) butter
3 T flour
1 1/2 C grated cheese, such as sharp Cheddar or Emmenthal
1/2 C freshly grated Parmesan cheese
S&P to taste
1/2 C or more bread crumbs
Preheat oven to 400. Bring a large pot of water to a boil.
Cook the milk with the bay leaves in a small saucepan over med-low heat. When small bubbles appear along the sides, about 5 minutes later, turn off the heat and let it stand. Salt the boiling water and cook the pasta to the point where it needs another minute or two to make it tender. Drain it, rinse it quickly to stop cooking, and place it in a large bowl
[Make sure you have your warmed milk ready before you start this step b/c the butter-flour-milk step is time sensitive) In a small saucepan over medium heat, melt 3 T of the butter; when it is foamy, add the flour and cook, stirring until the mixture browns, about 5 minutes. Remove the bay leaves from the milk and add about 1/4 C of the milk to the mixture, stirring with a wire whisk all the while. As soon as the mixture becomes smooth, add a little more milk, and continue to do so until all the milk is used up and the mixture is thick and smooth. Add the cheese and fold in until smooth and creamy.
Pour the sauce over the noodles, toss in the Parmesan and season with S&P. Use the remaining butter to grease a 9x13 inch or like sized baking pan and turn the noodle mixture into it. top liberally with bread crumbs and bake until the crumbs turn brown, about 15 minutes. Serve hot.