1 lb. elbow macaroni
1 med. onion, grated
4 tbsp. butter
2 tsp. Worcestershire sauce
1 tsp. salt
1 c. soft bread crumbs
4 c. milk
4 beaten eggs
3 c. grated sharp cheddar cheese
4 tbsp. flour

Preheat oven to 375 degrees. Cook macaroni according to package directions. Drain well and set aside. In small saucepan, saute grated onion in butter for 3 minutes. Stir in Worcestershire sauce, flour and salt until smooth and bubbly. Remove from heat.

Gradually stir in milk and eggs. Grease a 4-quart baking dish with butter and spoon in half the macaroni. Sprinkle with half the cheese; repeat with remaining macaroni and cheese. Bake 35-40 minutes.

In small skillet, melt 4 tablespoons butter; add soft bread crumbs and stir with wooden spoon until well coated. When macaroni is done, remove from oven and spoon crumbs around edge. Return to oven and bake until crumbs are golden brown. Serves 8-12.