Heather’s Cheesy Noodles with the Brown Stuff

This is one I don't make too often anymore, it's really not that healthy, but OH SO GOOD, that I keep it in my recipe file since it gets requested for birthdays often :) It beats boxed mac and cheese any day! WELL worth the work, they will love it!

8 oz raw macaroni noodles
1-1/2 C shredded cheddar cheese
1-1/2 C shredded mozzarella cheese
1 C Parmesan cheese
1/4 C butter
1/4 C whole wheat flour
2 C milk
1/2 tsp salt
1/8 tsp pepper
1/2 C (Progresso) Italian bread crumbs (it really should Italian flavored for best results)
2 TBS melted butter

-cook pasta, drain, set aside.
-Melt 1/4 C butter in saucepan, stir in flour to make a smooth mixture. Blend in milk gradually. Heat to boiling, stirring constantly. Cook until thickened. Add salt and pepper.
-Combine pasta, milk mixture and cheeses, and stir. Put in baking dish.
-Melt butter, then add bread crumbs, stirring to make a “crumble”. Sprinkle on top of macaroni and cheese.
-If you want instead, make more bread crumb mixture (it’s fabulous) and layer it in, alternating macaroni and cheese, bread crumbs, macaroni and cheese, etc… End with bread crumbs.
-Bake at 375 for about 30-35 minutes.
-Enjoy!