Melt butter over medium heat, add flour and cook briefly while stirring, until slightly golden in colour. Meanwhile, heat milk in microwave or on stove in separate pot until warm.
Slowly add milk to flour and butter mixture; cook while whisking until sauce thickens. Add salt and pepper.
Put half the cooked macaroni in a 9x13 pan; layer half the cheese, and half the sauce. Repeat.
Top with breadcrumbs.
Sprinkle top with melted butter.
Bake at 375 degrees Fahrenheit for 30 to 40 minutes, until bubbling in middle.
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