Ingredients

1 1/2 C uncooked elbow macaroni

5 T marg or butter, divided

3 T all-purpose flour

1 1/2 C milk

1 C cheddar cheese

2 oz Velvetta

1/2 tsp salt

1/4 tsp pepper

2 T dry bread crumbs

Preparation

Cook macaroni, drain. Place in a greased 1 1/2 quart baking dish. In a saucepan, melt 4 T of butter. Stir in flour until smooth. Gradually add milk, bring to a boil. Cook and stir for 2 minutes. Add cheese and salt and pepper, stir until cheese is melted. Pour over macaroni and mix well. Melt the remaining butter, add the bread crumbs. Sprinkle over casserole. Bake uncovered at 375 degrees for 30 minutes.