Tomato Macaroni and Cheese

1 Pound Elbow Noodles (Macaroni noodles)
Salt
1 24 ounce can Diced Tomatoes
6 Tablespoons Butter
1/4 Cup All-Purpose Flour
4 Half and Half
1/8 Teaspoon Cayenne Pepper
1/8 Teaspoon Ground Nutmeg
3 Cups Shredded Sharp White Cheddar Cheese (12 Ounces)
1 Cup finely grated Parmesan Cheese (2 ounces)
3 Cups very course fresh Breadcrumbs

Directions:
1. Cook Elbow Noodles in a large pot of boiling, salted water 1-2 minutes less than package instructions.  Drain, rinse with cool water and return to pot.
2.  Pour Tomatoes, undrained, into pot with drained noodles and cook until liquid is absorbed into the noodles (about 3-5 minutes simmering).
2.  Meanwhile, heat 4 tablespoons Butter in a medium saucepan over medium-high heat.  Add flour; cook, whisking, add Half and Half, cook until mixture is thick enough to coat the back of a spoon, 2 to 3 minutes.  Whisk in Cayenne Pepper, Nutmeg and Cheeses until smooth.  Pour over noodles; toss to coat.
4.  Pour noodle mixture into baking dish, bake uncovered 20 minutes at 375 degrees.
3.  Melt remaining 2 tablespoons Butter; toss with Breadcrumbs.  Sprinkle over noodles and bake another 5 minutes or until bread crumbs are golden brown and crunchy.
6.  Remove from oven and let stand 5 minutes.  Serve and enjoy!

Family Rating*****
Reheat Rating*****

Note:  My husband HATES macaroni and cheese no matter how it's made but he absolutely LOVED this recipe and asked me to file it with our recipes and to please make it again!  It was delicious!