1 1/2 lb. elbow macaroni (uncooked)
5 tbsp. butter, divided
3 tbsp. flour
1 1/2 c. milk
1 c. (4 oz.) shredded Cheddar cheese
2 oz. processed American cheese
1/2 tsp. salt
1/4 tsp. pepper
2 tbsp. dry bread crumbs

Cook pasta; drain and place in greased 1 1/2-quart baking dish. Set aside.

In saucepan, melt 4 tablespoons of butter over medium heat. Stir in flour until smooth. Gradually add milk. Bring to a boil; cook and stir for 2 minutes. Reduce heat; add cheeses, salt and pepper. Stir until cheeses are melted. Pour over macaroni and mix well. Melt remaining butter and add to bread crumbs. Sprinkle on casserole.

Bake, uncovered, in preheated 375°F oven for 30 minutes.

Makes 6 servings.

This dish is delicious. You will have no leftovers!