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,