Beth: This is a mix of a few recipes and it's scaled to fit in a 9x9 inch baking dish. After you see this you might not want to make it. You might not even let me make it for your kids anymore. Well, maybe once a year... Preheat oven to 375. Start with the topping, which is made with panko (Japanese style) bread crumbs. You can use regular unseasoned bread crumbs, but I think you can get panko at any regular store around here. Don't get the Italian seasoned kind; that'll just not taste right. And you can make your own bread crumbs if you really want to, but who needs that aggravation? Melt 2 tablespoons of butter in a pan on medium heat. Add 1/2 cup breadcrumbs and toss. Stir every few minutes to brown the breadcrumbs until golden, maybe 10 minutes. Cook 12 ounces of elbow noodles in a pot of boiling water a minute less than the package says. While the noodles are cooking, stir these dry ingredients together in a pot. The pot is going to have the cooked noodles later, so don't use a tiny pot. 2 tablespoons cornstarch 1 teaspoon salt 1/2 teaspoon dry mustard 1/4 teaspoon black pepper Stir them good and break up the clumps of mustard and cornstarch. Add 1 12 ounce can of evaporated milk (not condensed, and not non-fat) and 8 ounces (2/3 can's worth) of water, stirring a bunch more to get rid of clumps. A whisk helps a lot. Heat to boiling, stirring constantly, and let boil for only 1 minute. Remove from heat. Add 12 ounces of shredded sharp cheddar cheese, a handful at a time, and stir to melt all the cheese. Use mild cheddar or mix in fancy gouda or smoked mozzarella at your own risk. If it's *your* kids, sharp cheddar. And just the regular store-bought kind, not Trader Joe's aged Icelandic sharp cheddar or anything silly. When all the cheese is melted, add the drained noodles to the cheese and mix. Pour the mixture into a 9x9 glass baking dish, top with the bread crumbs, and bake for 25 minutes. Good luck,