original recipe from Cooking Light, April 2013
adapted by There's Always Thyme to Cook
1 box elbow macaroni
2 cups 1% low-fat milk
3 tablespoons all-purpose flour
1/2 teaspoon black pepper
dash of ground red pepper
3/4 cup Velveeta cheese, cut in chunks, or shredded
2/3 cup extra-sharp cheddar cheese, shredded
1/4 teaspoon kosher salt, more or less to taste
1/4 cup fresh breadcrumbs (I used brioche)
Preheat broiler.
Cook pasta according to package directions; drain.
While the pasta cooks, combine milk, flour, and red and black peppers in a saucepan, stirring with a whisk. Bring to a boil; keep stirring, cook until thick, about 4 minutes. Remove from heat.
Add cheeses and salt; stir until smooth. Add pasta, and stir to coat. Spoon mixture into a baking dish. Sprinkle breadcrumbs evenly over top; broil 2 minutes or until browned. Watch carefully so the breadcrumbs don't burn.