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1
Pre-heat the broiler.
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2
Place a large pot of salted water over high heat to boil.
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3
Place a large skillet over medium heat with 2 tablespoons butter.
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4
Add the onion, celery and carrots; season with salt and pepper and cook until tender but not caramelized, 5-6 minutes.
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5
Add the potatoes, thyme, juice of the clams and 1/2 cup of water to the skillet and bring the liquids up to a bubble.
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6
Cover the pot, reduce the heat to medium and simmer until the potatoes are tender, 8-10 minutes.
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7
While the veggies are simmering, drop the pasta into the boiling water and cook to al dente, according to the package directions.
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8
Just before the pasta is ready, reserve a large mug of the starchy cooking water.
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9
Drain the pasta and return it to the pan it was cooked inches.
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10
While the veggies and pasta are cooking, place a medium size saucepot over medium heat with the remaining 2 tablespoons butter.
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11
Sprinkle the flour over the melted butter and cook for 1 minute.
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12
Whisk the milk and 1 cup of starchy cooking water into the roux and bring up to a bubble.
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13
Add the clams to the sauce; season with salt and pepper and simmer until thickened, about 1 minute.
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14
Reserve warm.
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15
When everything is ready, toss the cooked veggies and prepared sauce with the cooked pasta and transfer to a large casserole dish.
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16
Sprinkle the breadcrumbs and grated cheese over the surface of the casserole and brown under the broiler.
