8 oz. elbow or rotini macaroni, uncooked
2 c. (8 oz.) shredded sharp Cheddar cheese
1/4 c. butter
1/4 c. all purpose flour
2 c. milk
1/2 tsp. salt
1/8 tsp. pepper
1/2 c. soft bread crumbs
2 tbsp. butter, melted

Cook macaroni according to package directions; drain. Alternate layers of macaroni and cheese in greased 1 1/2 to 2 quart baking dish, beginning with macaroni and ending with cheese.

Melt 1/4 cup of the butter in medium saucepan over medium heat. Stir in flour to make smooth paste. Remove from heat and gradually blend in milk. Return to heat and cook, stirring constantly, until boiling. Cook and stir until sauce has thickened, about 2 minutes. Add salt and pepper. Pour over macaroni and cheese.

Thoroughly mix bread crumbs and the 2 tablespoons melted butter. Sprinkle over macaroni and cheese. Bake in preheated 375 degree oven until crumbs are golden and cheese melts throughout, 20 to 30 minutes.