What you need:
1 pound pasta (I use shells or mini elbows)
1/4 cup butter
2 and 1/2 cups skim milk
1/4 cup + 1 tablespoon flour
4 and 1/2 cups shredded cheese (this time, I used half pepper jack and half sharp cheddar, but my favorite is to used all extra sharp cheddar)
2 tablespoons Worcestershire sauce
2 tablespoons yellow mustard
Salt and pepper to taste
Pre-heat oven to 350.
Boil pasta according to package directions and set aside.
In a large saucepan, melt the butter over medium heat. When the butter is completely melted, mix in flour until combined. Slowly mix in milk, stirring often until thickened.
Looks pale and yucky, ends cheesy and yummy
Add mustard and Worcestershire sauce, stirring until combined. Add 4 cups of cheese, and mix until melted. Add salt and pepper to taste. (Sometimes I add a little extra Worcestershire or mustard too...)
Seriously....how could this be bad?
Fold pasta mix into a casserole dish. (I use a 9X9 glass one) Top pasta with remaining cheese.
Cheese OVERLOAD... delish.
Bake in oven for 30 minute, or until top is melted and golden brown.
Let cool about 5 minutes and ENJOY!!!