1 lg. box elbow macaroni
1 stick butter
1 can tomatoes, crushed
1 lg. can mushrooms, drained
1 lb. sharp cheese, grated
4 tbsp. flour (heaping)
2 c. milk
Salt & pepper to taste

Cook and drain macaroni. Return to pan and add butter, flour, mushrooms, salt, pepper and tomatoes. Mix well. Add 1 cup grated cheese. Mix. Pour into baking dish and add milk. Put remaining cheese on top. Bake at 375 degrees for 30 minutes or until bubbly and lightly browned. May also be made without tomatoes and mushrooms and adding 1 cup milk.