1 1/2 lb. ground beef
2 tbsp. Worcestershire sauce
1 tbsp. oil
2 onions, chopped
2 peppers, chopped
1 sm. can mushrooms
3 cans tomato paste
1 tsp. salt (optional)
1/2 tsp. pepper
1 c. water
2 c. uncooked elbow, shells, or any macaroni (cook as directed on pkg.)
1 1/2 c. grated cheese

In hot pan, saute ground meat until it loses its redness; transfer to a bowl and add Worcestershire sauce, mix then saute onions, peppers, mushrooms, tomato paste, salt, pepper and water. Simmer this mixture 5 minutes. Add cooked macaroni, adding 1 cup of cheese. Mix all ingredients and put in large casserole and let stand 1 hour; top with 1/2 cup cheese. Bake at 350 degrees for 45 minutes.