Ingredients
1-1/2 cups uncooked elbow macaroni
5 tablespoons butter, divided
3 tablespoons all-purpose flour
1/2 teaspoon salt
1/4 teaspoon pepper
1-1/2 cups whole milk
1 cup shredded cheddar cheese
2 ounces cubed Velveeta
2 tablespoons dry bread crumbs

Instructions
Cook macaroni according to package directions. Meanwhile, in a saucepan, melt 4 tablespoons butter over medium heat. Stir in flour, salt and pepper until smooth. Gradually add milk. Bring to a boil; cook and stir for 2 minutes or until thickened. Reduce heat. Add the cheeses, stirring until cheese is melted. Drain macaroni.

Transfer macaroni to a greased 1-1/2-qt. baking dish. Pour cheese sauce over macaroni; mix well. Melt the remaining butter; add the bread crumbs. Sprinkle over top. Bake, uncovered, at 375° for 30 minutes or until heated through and topping is golden brown

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