Cook a pound of macaroni in boiling water for about 9 minutes. Drain and dump into your casserole dish. Make a rue with 2 tablespoons butter and whisk in 2 tablespoons flour. Add 2 cups milk and 1/4 teaspoon salt and pepper. When heated to 160 degrees it should have a nice creamy, slightly thick consistency. Grate 1/4 pound cheese (sharp cheddar, gruyere, or parmesan) into the rue and mix. Mix the rue into the noodles and sprinkle with bread crumbs, panko or cracker crumbs. Bake at 350 degrees for 45 to 60 minutes. Cover with foil for 30 minutes and then uncover. There should be a nice brown crust. Let sit for a little while and dig in!
Some additions: sausages, onions, hot dogs, vienna dogs (this is what my mom did), cauliflower bits or cherry tomatoes can be added. If you omit the noodles and just use vegetables like cauliflower, broccoli or brussel sprouts you will have an Au Gratin.