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Use butter or margarine.
Use all-purpose flour.
You need warm milk. microwave 2 cups of milk for about a minute to a minute and a half.
Use salt.
Use ground black pepper.
You need chili powder...... to taste. you can substitute with cayenne for more spice if you wish. The cover photo shown, I used chili powder.
You need cream cheese.
Provide shredded sharp white cheddar (I use cracker barrel aged reserve).
Use elbow macaroni cooked drained.
You need to prepare seasoned bread crumbs.

Preheat oven to 400°F. Use a 3 qt pan to melt butter or margarine on medium low heat. Add flour and whisk until smooth and lump free. Slowly stir in warm milk whisking constantly. Let cook for about 5 minutes or until thickened..
Add salt, pepper and chili powder and cream cheese. Mix until cream cheese melts thoroughly. Remove from heat and immediately add shredded cheese (save some for the top). Mix well..
In a medium sized mixing bowl, pour cheese mixture over cooked, drained macaroni. Mix until all pasta is coated and let it set in the bowl for 5 minutes or so. This helps give the pasta time to absorb some of the cheese sauce..
Spoon macaroni and cheese mixture into a greased 2 quart baking dish. Add some shredded cheese to the top and sprinkle with seasoned bread crumbs. For more crunch add more crumbs. Bake for 20 minutes or until bubbly and golden brown..

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