Step 1

Preheat the oven to 350.

Step 2

Bring a large pot of water to a boil.

Step 3

Add the pasta and cook 2 minutes less than the package directs. Drain and set aside.

Step 4

In a large oven-safe skillet (if you don't have a skillet that goes in the oven you can transfer your mac and cheese to a baking dish in a bit), melt the butter and add the flour.

Step 5

Stir until the flour cooks and the raw flour flavor is gone--about a minute or so.

Step 6

Add the milk, salt and pepper and cook over medium heat 5 minutes then add the tomatoes and stir to combine.

Step 7

Bring to a simmer and cook until the sauce thickens--another 5 to 6 minutes.

Step 8

Add the cheese and stir until it melts.

Step 9

Add the pasta and stir.

Step 10

If transferring to a baking dish, spray the dish with non-stick spray. If not, transfer your skillet to the oven and top with the bread crumbs if you are using them.

Step 11

Bake until golden and bubbly--about 35-40 minutes. Serve warm.