Topping:
1/4 stick unsalted butter (melted)
2 cups of bread crumbs
1 cup of extra sharp cheddar cheese

Cheese Sauce:
3 Tbs butter
3 Tbs flour
1/2 tsp pepper flakes
2 3/4 cup of milk
3/4 cup of heavy cream
4 cups of ex. sharp cheddar cheese (grated)
2 tsp Dijon mustard
Pinch of salt and pepper

Noodles: 3/4 pound elbow macaroni

What to do:

1. Stir together the topping ingredients and set aside.
2. Boil (al dente) the macaroni noodles, drain and set aside. Keep 1 cup of the water. You will use in later on.
3. Melt butter and whisk it together with flour and pepper flakes.
4. Add in the milk. Bring this to a boil over low heat, stirring often. Simmer for three minutes.
5. Stir in the heavy cream, cheese, mustard, salt and pepper. When melted remove from heat and set aside. Cover with wax paper to keep film from developing.
6. Stir this mixture in with the noodles. Add the one cup of water. Mix together well and place in casserole dish.
7. Sprinkle on the topping and bake at 400 degrees for 30 minutes (or until bubbling).

Enjoy!