Here's my recipe from the 2009 Tillamook Macaroni and Cheese Cookoff - 1st Runner Up Winner:
Steakhouse Mac and Cheese with Spinach, Caramelized Shallots and Brioche Bread Crumbs
Ingredients
Steak, Shallots, and Spinach:
1/2 cup - Merlot
1 Tbsp - Soy sauce
1 tsp - Worcestershire sauce
2 Tbsp - Extra virgin olive oil
2 - Small/medium (or 1 large) top sirloin steaks, trimmed
1/2 tsp - Kosher salt
1/2 tsp - freshly ground black pepper
6 - Large shallots, chopped
3 cups - Spinach leaves, chopped
2 Tbsp - Lemon juice
Crumbled Brioche Topping:
1/4 cup - Tillamook® Sweet Cream Butter
2 Tbsp - Dijon mustard
2 1/2 cups - Crumbled brioche crumbs
2 cloves - Garlic, crushed
1/2 tsp - Kosher salt
1/2 tsp - Freshly ground pepper
1/2 tsp - Cayenne pepper
Cheese Sauce and Macaroni:
1 lb. - Ziti pasta (packaged)
1/2 cup - Tillamook® Sweet Cream Butter
6 Tbsp - All-purpose flour
2 cups - Heavy cream
2 cups - Milk
4 cups - Tillamook® Vintage White Extra Sharp Cheddar cheese, coarsely grated
2 cups - Tillamook® Garlic White Cheddar cheese, coarsely grated
1 tsp - Kosher salt
1 Tbsp - freshly ground black pepper
Preparation
Place oven rack in the center position, and preheat oven to 400 degrees. Set water to boil in a large stock pot.
Make Steak, Shallots and Spinach:
Mix merlot, soy sauce, Worcestershire sauce and olive oil into a shallow pan and coat steaks, turning a few times, completely drenching them. Heat a large nonstick skillet to medium-high and sear each side of the steaks, then continue to cook on medium for about four minutes per side, until medium rare (or your preferred doneness). Set aside to rest and sprinkle with salt and pepper. In the same pan, cook shallots on high heat for about five minutes, stirring frequently, until the edges begin to brown. (While the shallots are cooking, slice the steaks into bite-size pieces). Set aside. In the same pan, add spinach and lemon juice, cooking for about three minutes. Set aside.
Make Bread Crumb Topping:
Melt the butter in the microwave or on low heat on the stovetop, and mix with the mustard in a medium bowl. Add panko, garlic, salt, pepper and cayenne.
Make Pasta and Cheese Sauce:
Cook pasta in the large pot of boiling (salted if desired) water, until al dente. While pasta is cooking, make the sauce:
In a medium saucepan on low-medium heat, melt the butter. Incorporate the flour, using a whisk. Continue to stir for about three minutes, then whisk in the heavy cream and milk, a little at a time. Bring to a boil, continuously whisking. Lower the heat to simmer and gradually begin to add the cheeses, stirring constantly until all cheese is melted and the sauce is smooth. Add salt and pepper.
Assemble and Bake:
Mix the reserved steak, shallot and spinach with the pasta and sauce, making sure every ingredient is coated with sauce. Pour into a large casserole dish. Sprinkle with bread crumb topping, and bake until the topping turns golden brown, about 15-20 minutes. Serve.
