| 3 tablespoons flour | 3 tablespoons butter |
| 1 teaspoon salt | 1/4 teaspoon pepper |
| 3 cups milk | 1 1/2 - 2 cups grated cheddar cheese |
| 1/2 teaspoon worcestershire sauce | 1/2 teaspoon mustard |
| 2 cups uncooked macaroni | 1/3 cup bread crumbs |
| 1/4 cup grated cheddar cheese |
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