adapted from Ina Garten

1 pound elbow macaroni

1 quart milk

6 tablespoons unsalted butter

1/2 cup flour

12 oz shredded cheddar cheese

8 oz shredded Monterrey jack cheese

1/2 teaspoon salt

1/2 teaspoon pepper

In a large pot, bring water to a boil.  Add elbow macaroni and boil until just tender - according to the package instructions.  Drain well.  

In a sauce pan, heat the milk, but do not boil.  In a separate pan, over medium heat, melt 6 tablespoons of butter.  Add the flour.  Whisk for about a minute over low heat, allowing the mixture to cook out the raw flour taste.  While whisking, add the hot milk to the pot and cook for about 5 minutes until the mixture is smooth and has started to thicken.  Off the heat, add the shredded cheese, salt and pepper.  Stir until mixture is smooth and the cheese is melted.  Add the cooked macaroni and stir well.  Pour mixture into a 9 x 13 baking dish or a disposable aluminum dish.  

Sprinkle the breadcrumbs on top.  Bake until macaroni is heated, cooked through and bread crumbs have toasted.  (Macaroni can be made ahead of time.  Once you pour mixture into the dish, refrigerate until you are ready to use.  Don't top with breadcrumbs until the dish is ready to go in the oven.  Cook for 40 to 50 minutes.)