Ingredients

• 16 oz uncooked elbow macaroni (or whole-wheat pasta for an added 3.5 g fiber per serving)
• 3 tbsp all-purpose flour
• 2 cups skim milk
• 1 tbsp light butter (stick or tub)
• 8 oz reduced-fat (33 percent) shredded cheddar
• 3 oz Velveeta Light cheese, cut into thin strips
• 1/8 tsp black pepper
• 3 tbsp seasoned breadcrumbs

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Instructions

1. Preheat oven to 400°F. Boil macaroni until tender but firm. While pasta cooks, whisk together flour and 1/2 cup milk in a small bowl. Pour remaining 1 1/2 cups milk into a large saucepan and heat over low. Once milk is slightly warmed, turn heat to medium-low and add flour and milk mixture, stirring constantly until thick. Reduce heat slightly and add butter, cheeses, and pepper. Cook until smooth, about 5 minutes. Drain macaroni, then combine with cheese mixture, stirring thoroughly. Pour into a 13" x 9" baking dish. Sprinkle breadcrumbs lightly and evenly on top and bake 30 to 35 minutes. Serve immediately.