1/4 cup flour
1 teaspoon salt
2 cups water
1 teaspoon Worcestershire
1/2 pound shredded sharp cheddar cheese
1/2 stick butter, diced into cubes
2 eggs, beaten
1/2 cup bread or cracker crumbs
1 pound elbow macaroni, cooked
Mix all ingredients (except the bread crumbs) in the pot you cooked the pasta in. Stir gently until butter melts.
Pour into a 13 x 9 baking dish and sprinkle bread crumbs on top. Bake for 45 minutes.