1 1/2 c. med. wide noodles
3 tbsp. butter, divided
2 tbsp. flour
1 c. milk
1 c. processed cheese, grated
1 tsp. salt
2 tbsp. catsup
1 tbsp. horseradish
2 c. cooked ham, diced
2 c. canned peas, drained
1/4 c. fresh bread crumbs toss in a little melted butter

Preheat oven to 350 degrees.

Cook noodles according to package directions. Drain. Toss with butter (1 tablespoon) in a bowl to keep from sticking together.

In a large saucepan melt remaining 2 tablespoons of butter. Add 2 tablespoons of flour stirring (until flour is incorporated with butter and slightly cooked but not brown - Edit.) until smooth. Gradually stir in milk. Cook until smooth and thick, stirring constantly. Remove from heat. Add cheese, stir until melted and smooth. Add the rest of the ingredients, except bread crumbs.

Fold ingredients together until blended and pour into a 1 1/2 quart casserole. Top with buttered bread crumbs. Bake at 350 degrees for 30 minutes until crumbs are browned.