Makes 12 servings

16 ounces (1 pound) elbow macaroni pasta
6 tablespoons butter
1/3 cup flour
3 cups milk
12 ounces cheddar cheese, or cheese of your choice
¾ teaspoon salt
¼ teaspoon pepper

Topping
2 tablespoons butter, melted
4 tablespoons dry bread crumbs
Salt
Pepper

1. Cook pasta according to directions on package and drain.
2. Preheat oven to 375 degrees. Lightly grease a 2-quart casserole dish.
3. In a medium saucepan, melt all butter over medium heat. Set aside 2 tablespoons for topping mixture. Stir in flour and slowly add milk, stirring constantly while bringing to a boil.
4. Turn off burner and mix in cheese, salt, and pepper, stirring until cheese is melted. Add macaroni and mix well. Pour into casserole dish.
5. In a small bowl, combine 2 tablespoons melted butter, bread crumbs, and a dash of salt and pepper. Sprinkle over macaroni and cheese.
6. Bake for 30 minutes. Remove from oven and let cool prior to serving.