2 cups elbow noodles
2 1/2 tbsp butter, divided
1 1/2 tbsp all purpose flour
1 1/2 cups milk
1/4 tsp salt
1/4 tsp pepper
1 1/2 cup shredded cheese
1/4 cup dried unflavored bread crumbs

1. Cook macaroni according to package directions. Drain; set aside.

2. Melt 1 tbsp butter in a small skillet. Add bread crumbs. Cook and stir until toasted, about 3 minutes. Set aside.

3. In medium saucepan, melt remaining butter. Add flour. Cook over low heat, stirring constantly for 1 min. Gradually add milk, stirring constantly. Cook, stirring occassionally until thickened. Stir in salt and pepper. Remove pan from heat. Add cheese. Stir until cheese is melted.

4. Stir macaroni into cheese sauce. Spoon onto individual plates and sprinkle with toasted bread crumbs.