Cook 3 cups dry macaroni according to package directions. (Al dente.)
Melt 1/3 cup butter in sauce pan. Whisk in 1/3 cup flour.
Add 2 cups of milk and seasonings (I used basil and black pepper) to the flour and butter mix. Whisk continuously. Once that has thickened, fold in 2-3 cups of grated cheddar and stir til smooth.
Pour sauce over drained noodles and mix. Scoop into casserole dish.
Top with crumbled bacon, 1/2 cup grated cheese and breadcrumbs (or crunched up rice cereal, as I did here when I realized we didn't have breadcrumbs in the pantry).
Place in oven 5 350 until cheese is melted and bubbly (8-ish min).