Mac-N-Cheese

1 1/2 cups uncooked elbow macaroni
5 Tbsp butter or margerine, divided
3 Tbsp flour
1 1/2 cups milk
1 cup (4oz) shredded cheddar
2 oz Velveeta cheese
1/2 tsp salt
1/4 tsp pepper
2 Tbsp dry bread crumbs

Cook macaroni. Place in greased 1 1/2 quart baking dish. Melt 4 Tbsp of butter. Stir in flour. Gradually add milk. Bring to a boil. Cook and stir for 2 minutes, then reduce heat. Stir in cheeses, salt, and pepper until cheese is melted. Pour over macaroni. Melt remaining butter and add to bread crumbs. Sprinkle over pasta. Bake uncovered at 375 for 30 minutes.

Recipe from Mary