1 (16 oz.) box macaroni pasta
1/2 cup bread crumbs, for sprinkling (Progresso or 4C)
2 tbsp. bacon bits, for sprinkling (Hormel; optional)

CHEESE SAUCE:

3 tbsp. butter
1/4 cup all-purpose flour
4 cups milk
8 oz. block extra sharp cheddar cheese, cut into cubes
8 oz. block Velveeta, cut into cubes (1/4 of 2 lb. block)

Cook pasta according to package directions and drain.

In a large saucepan, melt butter over medium heat. Add flour to the butter, stir until combined. Cook for a minute or two.

Gradually whisk in milk to the flour mixture. You will want to add this slowly to avoid flour clumps (not good eats).

Once all the milk is added to the pan, stir constantly until the mixture comes to a boil and starts to thicken. This usually takes a little bit. Keep the mixture moving around, you don't want to burn it to the bottom of the pot!

Once the mixture has thickened, add the cheeses. Keep stirring until the cheese has completely melted.

Remove from heat.

Preheat oven to 350°F.

Mix the macaroni and the cheese sauce together and pour into a 3-quart casserole dish (such as a 13x9-inch Pyrex). Sprinkle with bread crumbs and bacon bits if you would like.

Note: You may want to put the casserole dish on top of a cookie sheet when baking, just in case it bubbles over the side.

Bake uncovered at 350°F for 30 minutes or until bubbly.

Submitted by: CUHockeyGirl