Ingredients

1-1/2 cups uncooked elbow macaroni

3 tablespoons all-purpose flour

1/2 teaspoon salt

1/4 teaspoon pepper

5 tablespoons butter, divided

1-1/2 cups whole milk

1 cup shredded cheddar cheese

2 ounces process cheese (Velveeta), cubed

2 tablespoons dry bread crumbs

Directions

Cook macaroni according to package directions. Meanwhile, in a saucepan, melt 4 tablespoons butter over medium heat. Stir in flour, salt and pepper until smooth. Gradually add milk. Bring to a boil; cook and stir for 2 minutes or until thickened. Reduce heat. Add the cheeses, stirring until cheese is melted. Drain macaroni.
Transfer macaroni to a greased 1-1/2-qt. baking dish. Pour cheese sauce over macaroni; mix well. Melt the remaining butter; add the bread crumbs. Sprinkle over top. Bake, uncovered, at 375° for 30 minutes or until heated through and topping is golden brown.