1 lb. extra sharp cheddar cheese, grated
1 lb. mostaccioli noodles
3 c. milk
1/2 onion, minced
Pinch of salt
Pinch of thyme
1 c. buttered bread crumbs
3 1/2 tbsp. butter
3 1/2 tbsp. flour
Pinch of nutmeg
few peppercorns
1 bay leaf

Cook pasta according to package directions. Meanwhile, prepare sauce. In top of a double boiler, heat the butter until bubbly. Add the onion and cook over low heat for 3 to 4 minutes. Stir in the flour and continue cooking a few minutes more. Pour in the milk (skim milk is fine) slowly and whisk together as you pour. The sauce will thicken in a few minutes. Add the peppercorns, thyme, bay leaf, salt and nutmeg. Cook slowly for 10 to 15 minutes, then strain through a sieve. Drain the pasta, place one third in a buttered 2 1/2 quart baking dish. Cover with one third of the cheese and pour one third of the sauce over. Repeat with two more layers. Sprinkle breadcrumbs on top and bake in a 350 degree oven for 15 to 20 minutes, until well browned and bubbly. Serves 4 to 6 generously.