4 cups uncooked spiral pasta

1/4 cup butter, cubed

1/4 cup all-purpose flour

4 cups 2% milk

1/2 tsp salt

1/4 tsp pepper

1/4 tsp ground mustard

1/4 tsp Worcestershire sauce

Dash ground nutmeg

2 cups shredded cheddar cheese

1 cup cubed process cheese (Velveeta)

Cook pasta according to package directions.  In a large saucepan, melt butter; stir in flour until smooth.  Gradually add milk; stir in the salt, pepper, mustard, Worcestershire sauce and nutmeg. Bring to a boil; cook and stir for 1-2 minutes or until thickened. Stir in cheeses until melted.

Drain pasta; stir in cheese sauce. Transfer to an ungreased 2 qt baking dish.  Bake, uncovered, at 350 degrees for 20-25 minites ur until bubbly.