2 c. elbow macaroni
1/2 c. butter
1/2 lb. American cheese, grated
6 lg. eggs, slightly beaten
2 c. whipping cream
1 c. milk
1/2 tsp. salt
Dash of pepper
Paprika

Cook macaroni according to package directions; drain and return hot macaroni to saucepan. Add butter and most of the grated cheese. (Save a small amount, about 1/2 cup for topping.) Mix macaroni, butter and cheese until cheese is melted. Place in buttered casserole dish.

Combine eggs, cream, milk, salt and pepper. Pour over macaroni - separate macaroni with fork so that liquids will go through. Sprinkle with remaining cheese. Top with paprika. Place casserole dish in pan of hot water. Bake at 350 degrees for 30 to 40 minutes or until lightly browned and set.