"Amazing" Mac & Cheese

This stuff is yummy. KJ took a bite and say "Whoa! This is amazing!" :)
*I half this recipe to make it for two

1 lb. elbow macaroni
1 quart milk
1 stick of butter
4 tomatoes
1/2 c. flour
8 oz. extra-sharp cheddar cheese, shredded
12 oz. Gruyere cheese (I skipped this ingredient because I couldn't find it at the store and instead I used double the cheddar!)
1/2 tsp. black pepper
1/2 tsp. nutmeg
1 1/2 c. bread crumbs (I like the Italian seasoned)

Heat oven to 375. Cook macaroni and drain well. Heat milk in a sauce pan, don't boil. Melt 6 tbsp. of butter in a large pot and add flour. Cook over low heat for 2 minutes while stirring with a wisk. While whisking, add the hot milk and cook for 2 more minutes until thickened and smooth. Off the heat, add cheeses, pepper and nutmeg. Add the cooked macaroni and stir well. Pour into a baking dish. Slice the tomatoes and arrange on top. Melt the remaining 2 tbsp. of butter and combine with the bread crumbs. Sprinkle on top. Bake for 30-35 minutes or until sauce is bubbly and it is browned on top.