Ingredients

  • 24 slices American cheese, Kraft (important it is American cheese, also I've tried off brands but it just doesn't taste the same)
  • 3 tablespoons butter or 3 tablespoons margarine
  • black pepper, to taste
  • 2 cups milk
  • 1 (16 ounce) package elbow macaroni, uncooked
  • 2 tablespoons Italian breadcrumbs

Method

  • Preheat oven to 350 degrees Fahrenheit.
  • Tear all 24 slices of cheese into pieces; place in a medium saucepan on low heat.
  • Add butter and sprinkle with black pepper to taste.
  • Add 2 cups milk just until cheese is almost covered (you can always add more later).
  • Add pepper.
  • Keep on low to medium heat until completely melted; be sure to constantly stir so it doesn't stick or burn.
  • Boil macaroni as directed on package; drain and place in an 11x7 baking dish.
  • Pour cheese mixture into macaroni; stir in thoroughly until well mixed. (This is my favorite part, where the magic happens!).
  • Sprinkle top with breadcrumbs.
  • Bake at 350 degrees Fahrenheit for 15 to 20 minutes until edges are bubbling.
  • Enjoy!
  • The servings listed are as a meal, but it works well as a side dish too!