and it's not from a box!

1 pound pasta (elbow macaroni or penne)

1/2 cup butter
4 T flour
4 cups milk
1/2 pound or 3 cups shredded mild or medium cheddar cheese

4 cups milk

Optional:
1 cup commercial bread crumbs
2-4 T butter

Melt the butter in a saucepan, take off heat. Add the bread crumbs
and stir.

Boil macaroni one minute less than according to directions in salted
water. Drain. Place in a large bowl. Dot with butter. After the
butter melts, sprinkle with flour and stir. Stir in cheese. Place in
a 9X13 baking dish that has been coated with cooking spray. Pour in
milk.

Bake for 30 minutes at 375° in the bottom third of the oven. Sprinkle
with buttered bread crumbs (if you wish) and bake for another 30
minutes.


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