Ingredients:

• 1⁄4 cup butter, divided
• 1⁄4 cup flour
• 1 teaspoon salt
• 2 cups milk (for a more rich taste use evaporated milk for part of the milk)
• 1⁄4 lb Velveeta cheese, cut up
• 2 cups sharp cheddar cheese, shredded
• 2 cups elbow macaroni, cooked, drained
• 2 tablespoons seasoned dry bread crumbs (optional)

DIRECTIONS

Melt 3 tablespoons of the butter in large saucepan on low heat.
Blend in flour and salt; cook and stir 1 minute.
Gradually add milk; cook, stirring constantly, until thickened.
Add prepared cheese product and 1-1/2 cups of the shredded cheese; stir until melted. Stir in macaroni.
Pour into lightly greased 1-1/2-quart casserole.
Melt remaining 1 Tablespoon butter; toss with bread crumbs.
Sprinkle casserole with remaining 1/2 cup cheese and bread crumb mixture.
Bake at 350 degrees F for 20 minutes or until thoroughly heated.

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source:world-recipes.co