Mo's Macaroni and Cheese

This is one that our family loves. It makes a big 9x13 - so when it's just Matthew, myself and the baby, I'll split in half and put it in two bread loaf pans, and freeze one of them for future use. Leftovers for the next few days stay really well and heat up easily in the microwave.

one pound macaroni - cooked to directions
3 tbls. butter (real butter, not that maragine crap) :)
3 tbls. flour
2 1/2 cups milk (1 or 2% is ok)
20 ounces cheese - any combination you like. We like sharp cheddar.
fresh ground black pepper to taste
panko bread crumbs - about 1/2 a cup (these are Japanese bread crumbs and usually found in the oriental section of your grocery store)
melted butter for top of bread crumbs

Preheat oven to 400 F. After you have your macaroni cooked and drained, set aside. Melt butter in large frying pan. Add flour and cook for 2 minutes. It's ok if it gets slightly browned.

Add milk and simmer until slightly thickened. Stir continually because you do not want it to burn. I use a rubber spatula or rubber whisk and it works really well.

Add cheese, reserving some for the top of the macaroni and cheese before it goes into the oven. Stir until completely melted.

Add cheese to macaroni and stir well until combined evenly.

Pour into 9x13 pan, or two bread loaf pans if splitting recipe. Add reserved cheese to top. Top with panko bread crumbs and melted butter. Bake for 15-20 minutes, or until bubbly and bread crumbs have browned. Enjoy!