Preheat the oven to 350 degrees F.

Bring a large pot of salted water to a boil. Add orzo, cook according to packaging.

Melt butter in a small saucepan over medium heat. Add onion, sauté for two minutes until translucent. Add garlic, stir to combine. Sauté an additional minute.

Add the flour to the saucepan. Whisk to combine flour and butter. Cook for one to two minutes.

Slowly pour in the milk, while stirring/whisking. Stir/whisk until the sauce and roux are totally combined.

At this time the pasta should be ready to be drained. Drain pasta and set off to the side.

Add the cheese to the sauce, stir, and cook until completely melted. Turn off the heat and stir in all the seasonings, zest, dill, and lemon juice.

Grease a large 9x11 inch baking dish with butter. Add pasta to the baking dish, pour sauce over the pasta, and stir to evenly coat all the orzo with sauce.

In a food processor, pulse the stale bread until a medium/fine crumb is formed. It doesn’t have to be uniform.

In a small skillet, heat butter over medium/high heat until it melts. The butter will crackle and foam and then start to slowly turn brown. Once the butter starts to turn brown, add in the breadcrumbs and stir. Cook for another minute or two and then remove from heat.

Pour the brown butter breadcrumbs over the cheesy orzo along with a little bit more shredded asiago and parmesan cheese.

Bake in the oven uncovered for 20 minutes. Let sit for three to five minutes before serving.

Store pasta in an airtight container in the refrigerator for up to four days. Reheat in microwave or oven.