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1
Set an oven rack about 6 inches from the heat source and preheat the oven to 425 degrees F.
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2
Bring a large pot of salted water to a boil.
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3
Add the macaroni and cook until it is al dente, about 6 minutes.
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4
Strain, reserving 1 3/4 cups of the pasta water.
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5
Set aside.
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6
Heat a large saucepan over medium-high heat.
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7
Add 3 tablespoons of the olive oil and the shiitake mushrooms and cook, stirring constantly, until the mushrooms are lightly browned in spots and softened, 4 to 6 minutes.
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8
Lower the heat to medium and add the kale, garlic and 1/2 cup of water, scraping up any browned bits at the bottom of the pan with the back of a wooden spoon.
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9
Add 3/4 teaspoon salt and 1/4 teaspoon pepper and stir to combine.
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10
Cook until the kale is wilted but still crisp-tender, about 3 minutes.
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11
Remove the vegetables to a bowl and set aside.
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12
Carefully wipe out the saucepan (or give it a quick rinse if it is really dirty).
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13
Add the half-and-half and cayenne and bring to a simmer over medium heat.
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14
Cook until reduced to 1 1/2 cups, about 15 minutes.
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15
Add the cream cheese and stir until melted.
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16
Whisk in the Cheddar and Gruyere until all the cheese is melted and the sauce is smooth.
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17
Add the macaroni and reserved pasta water to the saucepan and stir to combine.
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18
(The mixture will look very loose, but the pasta will suck up a lot of the sauce as it bakes.)
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19
Gently fold in the reserved vegetables.
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20
Season to taste with additional salt if needed.
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21
Pour into a 13-by-9-inch baking dish.
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22
Toss the bread crumbs, remaining 1/4 cup olive oil and a large pinch of salt and pepper in a medium bowl and sprinkle evenly over the macaroni and cheese.
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23
Bake until the cheese is bubbly and the bread crumbs are lightly browned and crispy, about 10 minutes.
