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  1. Preheat oven to 375 degrees. Melt butter in large saucepan
  2. Remove from heat; stir in flour, salt and pepper until smooth
  3. Gradually stir in milk. Bring to boil, stirring constantly. (Otherwise, it will burn.)
  4. Reduce heat and simmer for a minute.
  5. Remove from heat.
  6. Stir in most of the cheese, reserving some for a topping.
  7. Add pasta. Spray a 13 x 9 x 2 glass baking dish with Pam.
  8. Turn out pasta mixture into dish. Sprinkle remaining cheese
  9. Bake 15-20 minutes until golden.


  1. Add crispy bacon crumbles to mix. And/or, toss panko bread crumbs with melted butter and top the casserole before baking.