Melt butter in double boiler and gradually add flour to it. Cook for "a few minutes" (e.g. until smooth and well-integrated looking) and then add milk a little at a time.

After sauce thickens (evens) add spices and cheese. Stir occasionally until cheese melts and sauce re-thickens.

While sauce cooks, boil water, add 1 tsp salt and cook macaroni. If the macaroni finishes before the sauce, rinse the macaroni in a colander and put cover with cold water. When sauce is ready, drain macaroni.

In 1.5 quart casserole dish, mix macaroni and sauce in equal portions until dish is filled. Top with bread crumb mix: 2 T melted butter mixed with 1/3 cup dry bread crumbs.

Bake at 350F for 10-15 minutes.

**I have found that this recipe has some problems scaling -- I made a triple batch of it one time and was adding flour until the cows came home AFTER adding the cheese to offset the fluid volume. The sauce is supposed to be -thick-.

**I find that getting the bread crumb mixture right is kind of tricky to get properly hydrated without being overly saturated with butter, but here's a trick: I don't actually have a double boiler, I just have two pots and I've found that if you ditch the water from the "water" pot, you've got yourself a nice warm pan to melt sufficient butter in and add bread crumbs -to-, and that does the trick pretty nice.

**I like a little heat in everything. I've added a bit (2T) of Sriracha to the cheese mixture as it cooked and it combined nicely with the Worchestershire and the sharp cheddar.