2 tbsp. butter
1/4 c. flour
1 tsp. salt
1/2 tsp. dry mustard
1/4 tsp. pepper
2 1/2 c. milk
2/3 lb. Velveeta cheese, grated
1/4 c. bread crumbs
8 oz. elbow macaroni

Cook and drain macaroni.

Melt butter over low heat. Add dry ingredients and blend well. Remove from heat and stir in milk until smooth. Stirring constantly, cook over medium heat until thickened. Stir in cheese until melted.

Mix macaroni with cheese sauce and pour into a buttered dish. Sprinkle top with bread crumbs. Dot with melted butter and more grated cheese. Bake at 375 degrees for 25 minutes or until brown and bubbly.