1/2 c. onion, chopped
1/2 c. green pepper, chopped
2 tbsp. butter
1 lb. Velveeta cheese, (either Mexican hot or mild), cubed
10 oz. extra sharp Cheddar cheese, shredded
1/2 c. milk
1 (7 oz.) box elbow macaroni, cooked & drained
1/2 c. grated Parmesan cheese

Set aside 1 to 1 1/2 cups shredded Cheddar cheese. Saute' vegetables in butter until tender. Add milk, let it get warm, then add remainder of Cheddar and Velveeta cheese. Stir constantly until the cheeses melt, keep flame low. Stir in macaroni. Spoon into 2 quart casserole. Sprinkle remainder of shredded Cheddar cheese and Parmesan cheese on top. Bake at 350 degrees until cheeses on top have melted and bubbled.