Instructions

1. Preheat broiler.
2. Remove rind from Brie cheese with a paring knife; cube cheese.
3. Cook pasta according to package directions.
4. While pasta cooks, melt 3 Tbsp butter in a large skillet over medium-high heat.
5. Add mushrooms, shallot, salt and pepper; cook, stirring occasionally, 10 minutes or until tender.
6. Remove from heat.
7. Melt 3 Tbsp butter in a saucepan over medium heat; whisk in flour, and cook, whisking constantly 2 minutes.
8. Gradually add milk, whisking until smooth; bring to a simmer.
9. Cook, whisking constantly until thickened.
10. Stir in pasta and cheese; spoon into a 13-x 9-inch baking dish coated with cooking spray, or 6 individual ramekins.
11. Melt remaining 2 Tbsp butter in a small bowl; add panko, tossing to coat.
12. Sprinkle over pasta.
13. Broil 3 to 5 minutes or until breadcrumbs are toasted and edges are bubbly.