Preheat oven to 350 degrees and lay out and measure out all of your ingredients.

Cook macaroni according to the package directions. When done, drain and rinse off macaroni with cool water.

In a sauce pan, melt butter over medium heat. Stir in enough flour to make a roux. Add milk to roux slowly, stirring constantly.

Add 3 cups of the shredded sharp cheddar cheese and 1/2 teaspoon of salt and cook over low heat until all of the cheese is melted. Stir until the sauce is a little thick.

Put macaroni in a large, casserole dish and pour the sauce on top. Stir well.

Sprinkle 1 cup of shredded sharp cheddar cheese on top of the macaroni.

Melt 2 tablespoons of butter in a pan, add breadcrumbs (to your liking), and brown. When done, sprinkle breadcrumbs on top of the macaroni.

Place the macaroni inside the preheated oven and bake for 20 minutes.