4 tbsp. butter
4 tbsp. flour
1/2 tsp. salt
2 c. milk
1/2 c. mayonnaise
4 tsp. lemon juice
1/2 c. sour cream
1 c. grated Cheddar cheese
2 pkgs. frozen chopped broccoli (10-12 oz.)
2 c. rainbow macaroni twists (spinach, tomato, etc.)
1 c. toasted almonds
Buttered bread crumbs

Make a white sauce first by melting butter and stirring in flour and salt. Slowly add milk and cook, stirring constantly until thick and smooth. Cool slightly; stir in mayonnaise, lemon juice, sour cream and cheese.

Cook broccoli and noodles in separate pans according to package directions and drain well. Layer broccoli, noodles and almonds in 9x13 baking dish, pouring sauce over each layer. Repeat one more time. Top with buttered crumbs. Bake 20 minutes at 350 degrees.