Food for Grading: Mac and Cheese

So I wish I had a picture for this recipe. But since I didn't, I'll just have to make it again and remember to take a picture next time. I made this recipe last night, and it was just incredible. This is not good paper-writing food because it will make you a bit sleepy, but it's definitely excellent grading food. The roommates concur. It's an adaptation of a Martha Stewart recipe. I made it slightly healthier and slightly more distinct from other recipes. The original is from:
Martha Stewart Living Cookbook: The Original Classics

I'll definitely be making it again.

GOURMET MAC AND CHEESE
Serves 6 small, 4 family size.

4.5 tablespoons unsalted butter, plus more for casserole
3 slices white bread include crusts, cut into 1/4- to l/2-inch pieces
4 cups 2% milk (Whole is best but skim sucks)
3 Vidalia onions
1/4 cup all-purpose flour
1/8 teaspoon ground nutmeg
1/8 teaspoon freshly ground black pepper
1/8 teaspoon cayenne pepper
2 + cups grated sharp white cheddar cheese
1 cup grated Gruyère or other cheese
1/2 cups grated Pecorino Romano cheese
1/4 cup parsley
A bag fresh pre-washed spinach
12 oz elbow macaroni

1. Preheat oven to 375°F. Butter a casserole dish or 9 by 9 Pyrex; set aside. Place the bread in a medium bowl. In a small saucepan over medium heat, melt 1.5 tablespoons butter. Pour the melted butter into the bowl with the bread, and toss. Set the breadcrumbs aside.

2. Warm the milk in a medium saucepan over medium heat. Melt the remaining 3 tablespoons butter in a high-sided skillet over medium heat add onions as butter starts to melt. When the butter bubbles and onion begins to become translucent, add the flour. Cook, stirring, 2 minute.

3. While whisking, slowly pour in the hot (but not scalded) milk a little at a time to keep mixture smooth. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick, about 8 minutes.

4. Remove the pan from the heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 2 cups cheddar cheese, and Gruyère and 1/4 cup Romano then parsley; set the cheese sauce aside.

5. Cover a large pot of salted water, and bring to a boil. Cook the macaroni until the outside of pasta is cooked and the inside is underdone, 2 to 3 minutes. Transfer the macaroni to a colander, rinse under cold running water, and drain well. Stir the macaroni into the reserved cheese sauce and add spinach.

6. Pour the mixture into the prepared dish. Sprinkle the remaining cheddar cheese, and Pecorino Romano, and the breadcrumbs over the top. Bake until golden brown, about 30 minutes. Transfer the dish to a wire rack for 5 minutes; serve on top of the rest of the raw spinach, it will wilt a little underneath the Mac and Cheese and turn a beautiful green.