Caramelized Fennel Mac and Cheese

Directions

1. Bring about 2 quarts of water to a boil in a medium-sized pot. When the water reaches a boil, cook the macaroni according to the package directions.
2. Meanwhile, heat 1 tablespoon olive oil and the butter in a skillet until melted on low heat. Add the chopped fennel; increase heat to medium-high. Stir the fennel constantly to keep it from burning until it begins to turn golden brown and soft, about 10 minutes. Set aside.
3. Add remaining oil and flour to another pot, and turn heat on low. Stir to make into a paste and cook for a minute or two. Slowly whisk in the milk, until all the lumps are gone. Season with black pepper and the nutmeg. Turn the heat up to medium and whisk slowly to keep from scorching until the mixture thickens. Add the fontina cheese and 1 tablespoon of the Parmesan to the milk mixture and stir well to melt the cheese, so the sauce is smooth. Add the caramelized fennel to the cheese sauce.
4. Once the macaroni is al dente, remove from heat and drain the water. Add the cheese and fennel sauce with the pasta and stir well to completely coat.
5. Add butter to a skillet (can be the same one you used for the fennel) and turn on low heat. When the butter is melted, add the bread crumbs, remaining Parmesan and the paprika, and stir well. Brown on low heat for a few minutes, stirring often until the bread crumbs turn a deep brown and crisp up a bit.
6. Divide the mac and cheese between two dishes and sprinkle the breadcrumb mixture on top of each.