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• 6 cups potatoes red skin or Yukon Gold potatoes, cooked whole, peeled and thinly sliced
• 6 tablespoons (3/4 stick) butter, melted
• 1/4 cup plus 2 tablespoons all-purpose flour
• 1-1/2 cups milk
• 1-1/2 cups half-and-half
• 1-1/2 cups grated sharp cheddar cheese
• 1/3 cup grated parmesan cheese (freshly grated if possible)
• 1 teaspoon salt
• 3 dashes cayenne pepper
• 1 teaspoon Worcestershire sauce
• breadcrumbs

Preheat oven to 350°F.

Arrange the cooked potato slices in a lightly greased 9x13-inch Pyrex baking dish.

Melt the butter in a skillet over medium heat. Add the flour and, stirring constantly, cook the flour until it bubbles and becomes thick and smooth. Slowly add the milk and cream, stirring constantly, cook until sauce thickens. Add all remaining ingredients and stir until cheese has melted.

Pour the seasoned white sauce over the potatoes. Sprinkle top lightly with breadcrumbs.

Bake, uncovered, in preheated oven for 35 minutes.