1 (8 oz.) pkg. macaroni
3 tbsp. butter
3 tbsp. flour
2 c. milk
1/2 - 3/4 tsp. salt
Black pepper to taste
1 lb. Velveeta cheese

Cook macaroni until tender; drain. Blend flour with melted butter in top of double boiler. Stir in milk slowly and cook until mixture thickens. Stir constantly to avoid lumps. Add salt, pepper and 3/4 of cheese. Stir until cheese is melted. Add to macaroni. Mix well.

Pour in buttered casserole. Top with remaining cubed cheese. Combine 1/2 cup bread crumbs and 1/2 cup melted butter. Sprinkle over top. Bake 400 degrees for 20 minutes.