2 1/2 Cups Macaroni	1/4 Teaspoon Pepper
2 1/2 Cups Grated Cheddar Cheese	2 Tablespoons Butter
2 Tablespoons Flour	2 Cups Milk
1/2 Teaspoon Salt	2/3 Cups Soft Buttered Crumbs*

Preheat oven to 350

Cook macaroni in salted boiling water until almost soft (al dente). Drain well.

Grease a large shallow casserole and place a layer of macaroni on the bottom, sprinkle with cheese, butter, flour, and seasonings. Continue to layer until all ingredients are used evenly. (3 layers works well).

Pour milk over all. Top with buttered bread crumbs.
*To make buttered crumbs: Combine 2/3 cups of bread crumbs with 2 tablespoons of softened butter and mix.

Bake at 350 for 40 minutes.