PREHEAT oven to 375°F. Butter 9-by-13-inch or other shallow baking dish or coat with nonstick cooking spray and set aside.

STIR macaroni into large pot of boiling salted water; cook for 5 minutes after water returns to boil, or until outside is cooked but center is still firm. Immediately drain in colander and rinse under cold water; set aside.

HEAT milk to just below a simmer in a saucepan over medium-high heat or in microwave on high power for 20 second intervals.

MELT butter over medium-low heat or in microwave. Pour 2 tablespoons of this melted butter into bowl, add breadcrumbs and blend together thoroughly; set aside.

REDUCE heat to low, add flour to butter remaining in saucepan and whisk over heat for 2 minutes, being careful not to let it color. Add warmed milk in small amounts at first, whisking until smooth after each addition; continue stirring until sauce thickens and comes to simmer. Cook, stirring often, for about 3 minutes.

REMOVE from heat and whisk in salt, pepper, nutmeg, Tabasco and half (2 cups) of grated cheese. Stir in drained pasta.

SPREAD one-third of pasta mixture over bottom of prepared baking dish. Scatter one-third of remaining cheese on top. Spoon another one-third of pasta on top and add another one-third of cheese. Top with remaining pasta. Mix remaining cheese into breadcrumbs and scatter evenly over top.

BAKE uncovered for 25 to 30 minutes, or until golden on top and bubbling throughout. Let stand for 5 minutes before serving.