1Preheat oven to 375 degrees. Put large pan of water on to boil for macaroni. In a ramakin, put all spices. Butter 3 qt casserole pan; set aside. Place bread crumbs in a bowl. In microwave melt 2 tbls butter. Pour melted butter over bread crumbs; toss. Set aside.
2Cook macaroni for approx 4-5 minutes. Rinse in cold water to stop cooking. Set aside. Melt 1 stick of butter in large frying pan over medium heat. When butter bubbles, add flour. Cook whisking, 1 minute.
3Continue whisking, add milk a little at a time. Continue cooking until bubbly and thick, about 10 minutes or so.
4Take pan off heat. Whisk in spices. Gradually add cheese while whisking until well blended. Stir macaroni into cheese sauce until well blended. Pour into prepared casserole pan. Top with bread crumbs. Bake approx. 30 minutes or until golden brown. Cool for about 10 minutes then serve.