Show Your Stuff #44 - Seafood Mac and Cheese

I was inspired to make this after seeing Lobster  Mac and Cheese in the current edition of Food Network Magazine. I used shrimp and imitation crab meat in my version:

1 pound of elbow noodles
1 quart of whole milk
8 T  butter, divided
1/4 cup flour
4 cups smoked Gouda cheese  (original recipe called for Gruyere)
2 cups cheddar cheese
1/2 t black pepper
1/2 t nutmeg
1 package of imitation crab meat and salad shrimp
1 1/2 cups bread crumbs

Cook noodles according to package directions.
Heat the milk, but don't let it boil.
Melt 6 T of the butter in a large sauce pan, add the flour. Cook over low heat for two minutes while stirring constantly with a whisk
While still stirring, add the milk and cook until it is thick, about 1-2 minutes.
Remove from heat, add the cheeses, salt, pepper, and nutmeg until the cheese melts. add the noodles and seafood. place in 9 x 13 inch pan. (original recipe uses 6-8 gratin dishes)
Melt the remaining butter and add to the bread crumbs. Sprinkle on top.
Bake at 375 degrees for about 30 minute or until sauce is bubbly and brown on top..