Brown Butter Macaroni and Cheese

I'm such a sucker for fall. Pumpkins, maple syrup, nuts, pumpkins, vanilla, nutmeg, apples, pears, cinnamon...did i mention the pumpkins?  Then there are the changing colors of the leaves and those crisp sunny days with a slight chill filling the air.  I totally pine for all those romantic fall activities - pumpkin patches and apple orchards, hay rides and corn mazes.  So, it is ironic.  Hmm, I don't think ironic is right, unless we are talking about the Alanis Morissette definition of ironic.  But it is a wonderful cosmic life coincidence that I now live in Southern California... where there is no autumn.  Don't get me wrong, I really do love and appreciate the weather here, but every now and then, I long for fall, especially on hot, humid, summer days like today.  So I bring fall home to me, imagining that there are deciduous trees outside my window - with leaves changing color and full of those brilliant shades of gold and red and orange instead of palm trees, and i surround myself with pumpkins and squashes and scents of cinnamon.  I eat food that makes me think of fall.  I recently had one of those days.  My very own fall day created inside my head... and I ate this mac and cheese.  It has an earthy, nutty taste with flecks of crisp orange carrots that just says fall to me.

Ingredients 
10 ounces whole wheat elbow macaroni, just slightly undercooked
1 cup finely chopped carrots
1 cup finely chopped cauliflower
1/2 cup walnuts, toasted and ground
1/2 cup panko
2 tablespoons flax seeds, ground
1 stick of butter, chopped into small, even-size pieces
1/4 cup whole wheat flour
3 cups whole milk
1/2 teaspoon salt
1/2 teaspoon dijon mustard
1/2 pound good quality cheddar (I actually used Beecher’s Flagship cheese), grated
2 tablespoons grated parmesan
2 tablespoons freshly chopped parsley

Instructions 
In a bowl, mix together the carrots and cauliflower and set aside.  In another bowl, mix together the panko, flax seeds, and walnuts, and set aside.  In a sauce pan, melt the butter over medium heat.  Keep and eye on the butter, it will become foamy and brown specks will be at the bottom of the pan, and it will have a wonderful nutty fragrance. Be sure not to blacken the butter.  Take the pan off the heat and whisk in the flour.  Return the pan to medium heat.  Once a roux has formed, stir in the milk, stirring frequently.  Once that has thickened (about 8 minutes), stir in salt, mustard, and cheeses.  Add in the macaroni and the vegetables.  Heat oven to 350.  Grease an 8x8 pan. Pour in the macaroni mixture.  Top with the panko mixture.  Bake for about 30 minutes, until the top is golden brown and the inside is bubbly.  Serve with fresh parsley sprinkled on top.