2 c. uncooked elbow macaroni (8 oz.)
1/4 c. butter
1/4 c. all-purpose flour
1/2 tsp.salt
1/4 tsp. pepper
1/4 tsp. dry mustard
1/4 tsp. Worcestershire sauce
2 c.milk
2 c. shredded or cubed sharp Cheddar cheese (8 oz.)

Cook macaroni as directed on package; drain and reserve. Heat oven to 350 degrees. Heat butter in 3 quart saucepan over low heat until melted. Stir in flour, salt, pepper, mustard and Worcestershire sauce. Cook over low heat, stirring constantly, until mixture is smooth and bubbly. Remove from heat. Stir in milk. Heat to boiling, stirring constantly. Boil and stir 1 minute. Add cheese; cook stirring occasionally until melted.

Stir in reserved macaroni gently. Pour into ungreased 2-quart casserole. Bake uncovered 20 to 25 minutes or until bubbly. I usually sprinkle Parmesan cheese over top, and bake. Some people use buttered bread crumbs on top. You may add bits of cooked ham, bacon and vegetables if you like. 6 servings.