1 box (16 oz.) elbows
1/2 c. butter
1 tsp. salt
1/2 tsp. pepper
1/2 c. flour
3 c. milk
2 pkg. Stop & Shop sharp Cheddar cheese (approx. $4.30 worth) cut into sm. cubes
Bread crumbs (flavored are best)

Cook macaroni (8-10 minutes, boil until done). Cook and stir butter, salt and pepper over medium heat. Blend in flour. Cook over low heat, stirring constantly, until mixture is smooth and bubbly. Stir in milk. Heat to boiling, stirring constantly. Boil and stir 1 minute. Stir in cheese until melted.

Place macaroni in large casserole dish. Add cheese sauce and mix. Top with bread crumbs and bake uncovered in 375 degree oven 30 minutes. Serves 8-10.