I love Macaroni! This is my favorite ever recipe for making it! After eating this, you will never ever want to go back to box macaroni. This is so much better!

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You are going to need:

Butter
Wheat Flour
Milk
Mustard
Worcestershire Sauce
Paprika
Cayenne
Cheddar Cheese
Elbow Macaroni Noodles
Old Bread
More Cheese ;)

Step 1: Melt Butter

Taking 1 1/2 sticks butter, melt on low heat. While melting, preheat oven to 400° F.

Step 2: Thickener

When butter is 100% melted and beginning to bubble, add 1/2 cups wheat flour. Using a fork or a whisk, stir until smooth, then allow to simmer for a few moments (don't stop stirring! It will burn to the bottom if you do!).

After a few moments of simmering, add 4 cups milk and stir. Turn heat up to medium/high and allow to bubble. After a few moments, it should start thickening. When it does, add 4 more cups milk and allow to heat until that too has thickened.

Step 3: Mustard

Add 2 1/2 tablespoons mustard to the sauce.

Step 4: Worcestershire Sauce

Add 2 teaspoons Worcestershire sauce.

Step 5: Paprika and Cayenne

Add 1 teaspoon paprika, then add a swish off cayenne. I don't really know how much cayenne I use, somewhere around 1/4 teaspoon. Probably less. Just add the cayenne to taste. The sauce isn't supposed to be spicy, the cayenne is there just to give it a little kick.

Stir until all the seasonings are fully incorporated in the sauce. It will be a pretty yellow like in the picture above.

Step 6: Noodles

Fill a large soup pan with water and allow to boil. When boiling, add 2 1 lb. bags elbow macaroni noodles. Allow noodles to cook, checking every few minutes so see if they are soft, then strain. Rinse noodles in cold water, then transfer them into a 10" x 15" pan. It is okay if they don't all fit. Mine don't. You want your pan to be about three fourths full of noodles, with enough wiggle room for the sauce. Set aside.

Step 7: Cheese

Getting back to the sauce... Take it off the burner and add 2 - 3 cups cheese depending on how much room you have in the pan. Stir cheese into sauce. It will really help with the thickness of the sauce!

Step 8: Adding Sauce to Noodles

Take your pan of noodles and pour your sauce over the noodles. Then stir together until the sauce is evenly distributed among the noodles.

Step 9: Bread Crumbs

Take some old bread and crumble it in your hands to make lots of little crumbs. You will want to have 1 - 2 cups crumbs. When you have enough, take your crumbs and sprinkle them over the Marconi. These are for an extra crunch on top, so not stir them in!

Step 10: Cheese

Add 1 - 2 cups cheese over the bread crumbs, or coat the top until even.

Step 11: Finishing Up

Set your macaroni in the previously preheated oven and allow to bake for 25 minutes. When timer ends, take out of oven and allow to cool for a five or so minutes, then serve.