1 1/2 c. uncooked macaroni
1/4 c. butter
1/4 c. onion, chopped
1/2 tsp. salt
1/4 tsp. pepper
1/4 c. flour
1 3/4 c. milk
8 oz. shredded cheese (cheddar)

Cook macaroni according to directions and set aside. Saute butter, onion, salt and pepper until onion is tender. Blend in flour. Cook over low heat (stirring constantly) until smooth and bubbly. Remove from heat.

Stir in milk and heat until boil (constantly stirring); boil for 1 minute. Remove from heat and stir in cheese (until melted). Put drained macaroni in 1 1/2-quart casserole dish. Stir in cheese sauce.

TOPPING:

1/2 stick of butter
1 1/2 c. bread crumbs
Salt, pepper and garlic powder

Sprinkle over the top and bake at 375 degrees for 30 minutes. Very good!