1 c. elbow macaroni
1 sm. onion, chopped
1/4 c. butter
1/3 c. flour
2 c. milk
1 c. cheddar cheese, shredded, sharp
1/2 c. seasoned bread crumbs with Parmesan cheese
Salt & pepper to taste

Cook macaroni as per package directions. Make a cream sauce: Melt butter and saute onions until soft. Add flour to make a roux. Add milk gradually and cook until thickened. Add 1/3 of the cheese to sauce and cook until melted. Stir constantly, add salt and pepper.

In an oven proof casserole, put 1/2 of the cooked macaroni. Add 1/2 of the cream sauce, sprinkle with 1/2 of the remaining cheese. Add rest of macaroni, rest of cream sauce and rest of cheese. Sprinkle with seasoned bread crumbs and bake in a 350 degree oven for about 20 minutes until top begins to brown slightly and is bubbly. NOTE: Add more cheese if you like it cheesy.