This is one of our favorite meals! It is definitely not your traditional mac and cheese. I love the fresh basil and the nutmeg (Paul loves the bacon). I found the original recipe on the Food Network website. Ina Garten has some of the best recipes. I made it for Paul tonight when he got home from his trip with a couple twists. This is the quicker, cheaper, new momma's grown up mac and cheese. I substituted the bacon with real bacon bits (Paul's favorite thing in the fridge). I substituted the Gruyere cheese with more extra sharp cheddar and blue cheese, which made it cheaper. I did not use a food processor for the bread or basil, just a knife to dice it finely. If you have the time the original recipe is delicious but if you need something a little quicker or cheaper this version is really yummy!