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

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,