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EQUIPMENT: One 9-by-13-inch gratin or casserole dish, lightly buttered
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Preheat the oven to 350F.
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Pour the milk into a medium saucepan.
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Add the bay leaves and set the pan over low heat.
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(If the milk starts to bubble around the edges, remove it from the heat.)
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Melt the butter in a medium saucepan over low heat.
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Gradually whisk in the flour and continue to cook, stirring occasionally, until smooth and bubbling, about 5 minutes.
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The butter-and-flour mixture will begin to stick to the bottom of the pan slightly; be careful not to let it scorch.
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Remove the bay leaves from the milk and gradually whisk the hot milk into the butter-flour mixture.
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Bring to a boil over medium heat, then lower the heat and cook, stirring frequently and paying special attention to the bottom edges of the pan, until the mixture thickens, about 10 minutes.
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Season with the salt, pepper, and nutmeg.
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Add the shredded cheese and stir until the cheese is melted and the sauce is smooth.
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Keep the sauce over low heat, stirring occasionally, until the pasta is ready.
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Cook the pasta until al dente.
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Drain the pasta in a colander and add it to the sauce.
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Toss until thoroughly coated.
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Transfer the pasta and sauce to the gratin dish.
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Stir the almonds, breadcrumbs, and thyme together in a small bowl.
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Strew the mixture evenly over the top of the pasta.
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Bake until bubbly and browned, about 30 minutes.
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Serve immediately.
