Bill’s Grandmother used to make this  for all occasions – and there was rarely left-overs.  We usually make a double recipe to have any hope at all for some for the next day.  Make it yourself and find out why.

What you will need:

1 1/2 quart oven-proof casserole dish (larger if you plan to double it – sorry if that is obvious – LOL)

large pot (for a double recipe – I usually use a small dutch oven (6 quart)

colander

non-stick pan

measuring cups/spoons

large spatula

whisk

INGREDIENTS: (this is the single recipe but is easily doubled or even tripled – just be sure to increase the size of pots/pans/casserole)

2 cups macaroni (the usual is elbow, but I like cellentani (they look like corkscrews w/grooves)

2 1/2 cups shredded cheese (a lot of people like cheddar, I prefer Colby/Monterey jack combo)

3TBSP butter (split 2 TBSP & 1 TBSP) (do not use margarine! Butter is a must here!)

2 TBSP flour

2 cups milk (if you want to save calories, no one will notice if you use skim)

1/2 medium onion minced

1 Bay leaf

1/4 tsp sweet paprika

salt & pepper to taste

1/2 cup plain bread crumbs

TO MAKE:

boil macaroni in 6 cups water until al-dente, drain.

in same pot, melt first 2 TBSP butter and then whisk in the flour to make roux

whisk in milk – slowly at first – until all is blended

stir in the onion, bay leaf and paprika

simmer for 15 mins; stirring often (remove Bay leaf)

remove from heat and slowly stir in 2/3 of cheese until fully melted

season with salt and pepper to taste

add macaroni and stir until all macaroni is well coated

put half of macaroni in casserole dish (you can spray with Pam if desired)

sprinkle final 1/3 of cheese on top of macaroni

put remaining macaroni on top of cheese

In non-stick pan melt other 1 TBSP of butter

add breadcrumbs and stir to fully coat

spread breadcrumbs to top of macaroni

bake in 350 degree oven for about half hour and until breadcrumbs are golden brown; let sit about 5 mins before serving to it can “set”.

ENJOY!