4 tablespoon butter
3 tablespoon flour
3 cups of milk (I use skim most of the time, 1% if we are running low)
1.25-1.5 lbs of cheese ***See end note 1 box of spirals, rigatoni, shells (I use the 'Plus' kind that Market Basket sells in 16 oz. I never use elbows)
Breadcrumbs (I use italian style ones)
Melt butter on medium. Whisk in flour. Add milk. Break up cheese pieces and add in.
Stir constantly. Cook till it is creamy. I add plenty of pepper. It will not be super thick; this is normal.
While you are doing the butter, start a pan of water. Add pasta once it's boiling. Cook pasta for HALF the amount it says (this is important b/c otherwise after it cooks in oven, it is overcooked I think).
Butter or Pam 9x13 pan. Add pasta. Add cheese mixture. Add breadcrumbs over the top.
Cook with foil over it for 15 minutes. Last 10 minutes, take foil off. Perhaps this does nothing different, I don't know why I do this. Perhaps my Mom did. I just do it.
Once the mac and cheese is bubbly a bit on sides and a little in the middle (sometimes not even middle), it's done.
***Cheese for this: I buy cheese ends from the grocery store. There is a good mix in that and it's cheaper. I like to have at least 50% american cheese, some swiss, very little provolone (if you use too much, it will be stringy). Do not use mozzerella. I also cut up some cheddar cheese with jalopenos if I have it in the house. It gives it a little kick that I like. We have this about once a week or every 2 weeks. I have given the recipe to several neighbors at their request as well :)