1 (7 oz.) pkg. elbow macaroni (2 c. uncooked)
2 tbsp. butter
3 tbsp. flour
1 tsp. salt, if wanted
1 tsp. parsley flakes
3/4 tsp. dry mustard
1/4 tsp. pepper
2 c. milk
2 1/2 c. shredded American cheese
2 c. diced cooked ham
1 can cut spears asparagus, drained
1 (6 oz.) jar slice mushrooms, drained
3 tbsp. dry bread crumbs

Prepare macaroni as on box; drain; set aside. Heat oven to 350 degrees in large saucepan. Melt butter. Stir in flour, salt, parsley flakes, dry mustard and pepper. Blend in milk. Cook stirring constantly until thickened and bubbly. Add cheese. Stir until melted. Add cooked macaroni, ham, asparagus and mushrooms. Mix well.

Pour into buttered 2 quart casserole. Sprinkle with bread crumbs. Bake at 350 degrees for 30 minutes or until bubbly. Refrigerate leftover.