Step 1

Spray a baking dish with cooking spray. Preheat the oven to 350 degrees F.

Step 2

Cook pasta in a large pot of boiling water according to package directions for al dente. Drain the pasta and place it back into the cooking pot.

Step 3

Meanwhile, tear bread into large pieces and place in food processor. Pulse a few times to form small crumbs. Place the breadcrumbs in a bowl. (Alternatively, you may use 2/3 cup panko breadcrumbs.)

Step 4

Melt the butter in a medium saucepan, and stir 1 tablespoon of it into the breadcrumbs. Whisk the flour into the remaining melted butter over medium heat. Continue whisking for 1 minute so that the flour taste cooks off a bit. Gradually whisk in the milk. Continue cooking, whisking often, until the mixture is brought to a boil and begins to thicken, about 5-7 minutes. Remove from heat.

Step 5

Immediately stir the grated cheddar into the milk mixture until it evenly melts. Stir the cheese mixture into the pasta. Pour into prepared baking dish. Sprinkle the top of the pasta with the breadcrumbs. Bake 15-20 minutes, until hot and bubbly and lightly browned on top. Enjoy!