2 cup elbow macaroni (about 7 ounces)
1/4 butter or margarine
1/2 tsp salt
1/4 cup pepper
1/4 cup worcestershire sauce (personally I don't like to use )
2 cups milk
2 cups shredded cheddar
Cook macaroni and set aside. Melt butter in pan large enough to acccomodate all ingredients. Add flour and cook till thickened stirring contstantly. Add salt and pepper and milk. Stir constantly till thickened so it doesnt get lumpy. Add cheese and stir till melted. Toss macaroni in and stir till well coated. Put in 9 by 9 square pan that has been sprayed with Pam or if you double recipe it will fit into a 13 by 9 glass pan.
Sprinkle with bread crumbs on top if desired. Bake at 350 20 to 25 minutes.