Step 1

Preheat the oven to 350 degrees F.

Step 2

Spray a 9X13 baking pan with non-stick cooking spray.

Step 3

Bring a large pot of water to a boil.  Cook the elbow pasta 1 minute less than the time listed on the package.  Drain and rinse with cool water.

Step 4

Melt the butter in a large sauce pan over medium heat.  Whisk in the flour and continue whisking for 1 minute.  Then gradually whisk in the milk and heavy whipping cream.  Continue to whisk as you slowly pour these in.  Continue to heat over medium heat, whisking consistently until the mixture has thickened (2-4 minutes).

Step 5

Remove the pan from the heat.  Then stir in the cheddar cheese, cream cheese, salt and pepper.  Stir until all these ingredients are combined and cheese has melted.

Step 6

Then stir in the pasta until the pasta is completely covered in the cheese mixture.

Step 7

Mix the bread crumb topping ingredients together in a small ball.

Step 8

Place the pasta in the baking pan, top with the bread crumb mixture and bake uncovered for 15 minutes until the cheese on the top has melted and is slightly golden.

Step 9

Serve immediately and enjoy!