Mac and Cheese with Roasted Red Pepper, Spinach and Broccoli

We had a similar roasted red pepper mac and cheese at the Karl Strauss Brewing Company in San Diego, and loved it.  So, we derived this recipe in an attempt to replicate it.   This is decadent!

1/2 pound elbow macaroni
1 large red bell pepper, chopped into 1/2 inch slices
1/2 pound fresh spinach, washed, large stems removed
2 cups chopped broccoli, small pieces
3 slices good quality white bread (sourdough or french loaf), torn into small pieces
1 tablespoon olive oil
1 clove garlic, crushed
3 tablespoons butter
2 3/4 cups milk
1/4 cup all purpose flour
1/2 teaspoon salt
1/4 teaspoon ground nutmeg
1/4 teaspoon ground black pepper
1/4 teaspoon cayenne pepper
a pinch of paprika
2 cups grated sharp white cheddar cheese
1 cup grated Gruyere cheese
1/2 cup crumbled blue cheese or grated Romano cheese

Spread the bread crumbs, dry, on a cookie sheet and bake in a 275° oven for about 15-20 minutes until somewhat dried.   Then, toss with the olive oil and crushed garlic, and bake for another 15 minutes until they are just starting to crisp and brown.  Remove from oven and set aside.

Set oven to 400°.  Toss red peppers in a little olive oil, and roast in the oven for about 20 minutes, stirring occasionally, until they are soft and a little charred.  Remove peppers, turn oven down to 375°.

Steam the broccoli for about 6-8 minutes, until bright green and slightly softened.  Steam the spinach for about 3-4 minutes until softened.  Drain, rinse with cold water, and squeeze the extra moisture out of the spinach.

Heat milk in a saucepan over medium heat.  Melt butter in a high sided pot, whisk in flour.  Slowly pour the hot milk into the flour/butter mixture while whisking.  Continue cooking, whisking constantly, until the mixture bubbles and thickens.  Remove from the heat, stir in salt, nutmeg, black pepper, cayenne pepper, and about 3/4 of the cheeses.  Set mixture aside.

Cook the macaroni about 2-3 minutes less than the package directions, so that the inside of the macaroni is somewhat underdone.  Rinse in cold water and drain well.  Combine the macaroni into the cheese mixture, stir in the vegetables, and pour into a 9x13 casserole (or similar size) dish.  Sprinkle the remaining cheese on top, and scatter the breadcrumbs over the top, then dust with a little paprika.  Bake at 375° for about 30 minutes, until browned on top.  Let cool for a few minutes before serving.