by Scott Orlowski
Sep 2001

Prep: 25 minutes
Bake: 30 minutes
Start to Finish: 1 hour

Servings: 5 as a main dish, 8 as a side dish

3 cups uncooked elbow macaroni
3/8 cup butter (3/4 stick)
2 tbsp Worcesterhire sauce
1/3 cup flour
1 tsp salt
1 tsp pepper
1 tsp ground dry mustard
3 cups milk
1/4 cup Italian bread crumbs
3 cups shredded cheese (12 ounces)
3 oz. dried French-fried onions (1/2 can)

1. PREHEAT oven to 350° F.
2. COOK macaroni according to package directions
  While macaroni is cooking:
3. MELT butter in 3-quart suacepan over low heat
4. ADD Worcestershire sauce
5. STIR in flour, salt, pepper and mustard
6. COOK over low heat, stirring constantly, until mixture is smooth and bubbly
7. STIR in milk and bread crumbs
8. HEAT to boiling, over medium-high flame, stirring constantly
9. STIR in cheese and cook, stirring constantly, until well blended
10. POUR cheese sauce into 4-quart Pyrex bowl
11. DRAIN macaroni and gently stir into cheese sauce
12. SPRINKLE top with dried onions
13. BAKE 30 minutes at 350° F.