1 pkg. elbow noodles or shells
1 lb. Velveeta cheese
1 c. bread crumbs
1/3 c. butter
1/4 c. milk

Cook noodles accordingly, drain. Cut cheese into small chunks. Turn heat down low. Combine milk, butter, and cheese. Simmer until bubbly. Turn oven on 350 degrees. Pour into baking dish. Sprinkle bread crumbs on top. Bake until golden brown. Serve.