1 pound macaroni 
3 cups skim milk
4 tablespoons all purpose flour
4 tablespoons butter
3-1/2 cups grated cheddar cheese
1/2 cup breadcrumbs, preferably fresh
a pinch of black or cayenne pepper

Boil pasta until al dente. Drain, rinse under cold water, 
and set aside in large bowl. Preheat oven to 350 degrees. 
Bring the milk to a boil, then set aside. 
Melt the butter in a large saucepan, then add flour, 
whisk constantly to keep from clumping. 
When mixture thickens (about two minutes), 
slowly add hot milk and whisk well. 
Cook for five minutes, stirring constantly. 
Stir in half a cup of grated cheese and a pinch of pepper during 
the last two minutes of cooking. 
Add to pasta and coat well. 
Put pasta in a casserole dish and cover with grated 
cheese and breadcrumbs. 
Bake uncovered for 20 to 25 minutes. 
Broil for two to three minutes (until cheese bubbles). 
Serve immediately. 

Serves six