1 1/2 c. elbow macaroni (or other kids favorite shape)
4 tbsp. butter, divided
1/4 c. all-purpose flour
3 c. milk
1 tsp. salt
1/4 tsp. freshly ground pepper
Pinch ground red pepper
1 1/2 c. shredded sharp Cheddar cheese
1/4 c. freshly grated Parmesan cheese
1/3 c. plain dry bread crumbs

Preheat oven to 375 degrees. Cook macaroni in boiling salted water in large saucepan just until tender, 8 minutes. Drain and rinse under cold water.

Meanwhile, melt 2 tablespoons butter in large saucepan over medium heat. Stir in flour and cook, stirring 1 minute. Gradually whisk in milk, mustard, salt and peppers. Bring to boil, whisking. Boil 1 minute. Remove from heat and whisk in cheeses until melted and smooth. Add macaroni. Pour into shallow 2 quart baking dish. Melt remaining 2 tablespoons butter. Stir in bread crumbs and sprinkle over macaroni. Bake 30 minutes. Let stand 10 minutes. Makes 8 servings.