2 c. lg. elbow macaroni
6 tbsp. butter
2 tbsp. flour
Dash of salt
Dash of pepper
2 c. milk
1 (8 oz.) pkg. Velveeta cheese, grated
3 slices bread, cubed

Cook elbow macaroni in boiling water for 9 minutes; drain. In a saucepan (or 1 quart Pyrex if using microwave oven), melt 3 tablespoons butter; blend in 2 tablespoons flour, salt and pepper. Add 2 cups milk; cook and stir until thick and bubbly. Add the grated cheese and stir until melted.

Mix cheese sauce with macaroni in a 2 quart casserole. Melt the remaining 3 tablespoon butter and toss the cubed bread to coat. Top the macaroni and cheese mix with the buttered bread cubes. Bake at 350 degrees for 35 to 40 minutes, uncovered.