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 c. grated Cheddar cheese
8 oz. elbow macaroni, cooked and drained
1/4 c. fresh bread crumbs

Melt butter over low heat. Stir in flour, salt, mustard and pepper until smooth. Remove from heat. Gradually stir in milk until smooth. Stirring constantly, cook over medium heat about 10 minutes or until thickened.

Remove from heat. Stir in 1 1/2 cups of the cheese until melted. Turn macaroni into greased 2 quart casserole. Pour cheese mixture over macaroni; mix well.

Mix remaining cheese and bread crumbs; sprinkle over top of casserole. Bake at 375 degrees for 25 minutes or until top is lightly browned.