10 oz. pkg. shell macaroni
2 lb. ground beef
3 med. onions, minced
1 green pepper, minced
3 garlic cloves or 1 tsp. garlic powder
4 (8 oz.) cans tomato sauce
1 can whole kernel corn
1 c. grated cheddar cheese, sharp
1 (4 oz.) can mushrooms, drained and sliced
1 tbsp. brown sugar
3 tbsp. Worcestershire sauce
2 tbsp. chili powder (3 if wanted spicier, 1 if wanted milder)
2 tsp. salt
1/4 tsp. pepper

Brown hamburger and saute onions and peppers until tender. Cook macaroni as directed on package.

Mix all ingredients except macaroni and cheese. Add macaroni and mix well. May be refrigerated overnight before baking. Bake 1 hour and 45 minutes at 350 degrees.

About 15 minutes before serving, sprinkle cheese on top and return to oven to melt.