This recipe came from a friend's mother. She noted a few changes in her version of the recipe:

• She uses cheddar, not American cheese.
• She does not use onion or breadcrumbs.
• She doubles the butter, flour, milk, and cheese amounts.

I wanted to keep the original version of the recipe but also note her version because that's how I first tried it and that's what got me hooked on this wonderful recipe.

Ingredients

• 8 ounce package elbow macaroni (about 2 cups)
• 1/4 cup butter or margarine
• 1/4 cup all-purpose flour
• 2 cups milk
• 8 ounces processed American cheese (cubed)
• 1 tablespoon minced onion
• 1/2 teaspoon salt
• 1/2 teaspoon Worcestershire sauce
• 1/4 teaspoon pepper
• 1/4 teaspoon dry mustard
• 2 tablespoons Italian-seasoned breadcrumbs
• Butter or margarine

Instructions

1. Cook macaroni according to package directions. Drain the macaroni and place into a greased 2-quart baking dish. Set aside.
2. Melt 1/4 cup butter in a large heavy saucepan over low heat. Whisk in the flour until smooth.
3. Cook 1 minute, whisking constantly.
4. Gradually whisk in milk. Cook over medium heat, whisking constantly, until the mixture is thickened and bubbly.
5. Reduce heat, and add cheese, onion, salt, Worcestershire sauce, pepper and mustard. Stir until cheese melts.
6. Pour cheese mixture over macaroni and mix well.
7. Sprinkle with breadcrumbs and dot lightly with additional butter.
8. Bake, uncovered, at 375° for 30 minutes.