serves 4-6

2 1/2 cups uncooked whole wheat elbow noodles

2 tablespoons butter

2 tablespoons flour

8 ounces milk

8 ounces beer (I used an amber beer – it was what I had on hand)

8 ounces freshly grated cheddar cheese

4 ounces freshly grated parmesan cheese

1/4 teaspoon smoked paprika

pinch of black pepper

pinch of nutmeg

1/2 cup panko bread crumbs

10 large basil leaves, chopped for garnish