Pre-heat oven to 400ºF (204ºC) if you decide to bake the macaroni.

Bring a large pot of salted water to a boil. Add macaroni and cook according to the instructions on the package. About 8 minutes or until al dente. Drain and set aside.

In a large pan, melt ¼ cup butter over medium heat. Once it's melted, add the flour and stir until it's smooth and pale yellow. Now, slowly add the milk and keep stirring until it simmers. Season with salt, pepper, nutmeg and cayenne. Turn the heat off and add the grated cheeses. Stir until they are melted.

Place the macaroni in a large casserole dish. Pour in the cheese mixture and stir until well combined. You can immediately serve it at this point.

If you decide to bake it, combine the bread crumbs with the 2 tbsp of butter and sprinkle them on top of the macaroni. Bake for 20 minutes or until the bread crumbs are golden brown. Serve immediately.