Step 1

Preheat the oven to 400 degrees.

Step 2

Butter a 2-quart baking dish. Set aside.

Step 3

Prepare the pasta according to the package directions.

Step 4

Warm the milk by microwaving it on high for 1 ½ minutes. Set aside.

Step 5

In a large saucepan, melt the 2 tablespoons of butter.

Step 6

Whisk in the flour until smooth.

Step 7

Cook, stirring constantly for 1 minute.

Step 8

Whisk in the warm milk and cook, whisking constantly for about 5 minutes or until thickened.

Step 9

Sprinkle in the salt, pepper, mustard powder, cayenne, and 1 cup of shredded cheddar cheese. Whisk until smooth.

Step 10

Fold in the cooked pasta.

Step 11

Spoon the pasta into the prepared baking dish.

Step 12

In a small bowl, stir together the bread crumbs and melted butter. Sprinkle over the macaroni in the baking dish.

Step 13

Bake in the preheated oven for 20-25 minutes or until golden and bubbly.

Step 14

Allow the dish to rest for 5 minutes before serving.

Step 15

Serve hot.