1 lb. uncooked elbow macaroni
non-stick cooking spray
1/2 cup (1 stick) butter
1/2 cup all-purpose flour
1 tsp. salt
black pepper, to taste
3 1/2 cups milk
1 tbsp. Worcestershire sauce
2 tbsp. prepared mustard
4 tbsp. dried onion flakes
1 tsp. tarragon
1 (16 oz.) bag shredded sharp cheddar cheese (4 cups)
1 cup dry bread crumbs
2 tbsp. olive oil

Cook macaroni according to package directions for al denté or minimum cooking time. Drain, set aside.

Spray a 9x13-inch baking pan with cooking spray. Preheat oven to 375°F.

In a large saucepan, melt butter. Stir in flour with whisk or fork until smooth. Add salt and pepper. Slowly stir in milk, stirring until mixture is smooth. Stir in Worcestershire sauce, mustard, onion flakes, and tarragon. Bring to boil stirring constantly, then simmer stirring frequently for 10 minutes.

Turn heat off and stir in cheese (shredded or cut into small pieces), stirring until cheese is completely melted. Stir cheese sauce together with macaroni then turn into baking pan.

Stir dry bread crumbs together with olive oil. Sprinkle evenly over macaroni, spreading with back of spoon.

Bake at 375°F for 45 minutes until macaroni begins to bubble at the edge and bread crumbs begin browning.

Submitted by: Redneck