2 Tbsp butter or margarine
2 Tbsp flour
1 1/2 cup milk
1 cup grated cheddar cheese
Salt and Pepper to taste
6-8 oz macaroni (or shells), cooked and drained
1/3 cup bread crumbs
1 tsp melted butter
Melt butter in frying pan. Add flour and stir constantly until mixture bubbles and turnes a light tan color. Add milk and heat to a boil over medium heat, stirring constantly until thickened. Turn off heat and fold in cheese to form a creamy cheese sauce.
You can fold pasta into the sauce at this point and serve; however I like the bread crumbs topping.
Sprinkle with mixture of bread crumbs and melted butter. Bake uncovered at 350 for 30 minutes, until bubbly.