- 3 cups uncooked elbow macaroni
- 9 tablespoons butter, divided.
- 6 tablespoons all-purpose flour
- 1 teaspoon salt
- 1/2 teaspoon pepper
- 3 cups whole milk
- 3.5 cup shredded cheddar cheese.
- 1 cup dry breadcrumbs
Cook macaroni according to package directions. Drain macaroni.
In a saucepan, melt 8 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.
Transfer macaroni to a greased 3 qt. baking dish. Pour cheese sauce over macaroni; mix well. Grind some fresh pepper over the mixture. Melt the remaining butter (2 tablespoons); add the breadcrumbs. Sprinkle over top. Bake, uncovered, at 375F for 35-40 minutes or until heated through and topping is golden brown.