1 8-ounce package cream cheese, cut into small pieces
3 cups shredded cheddar cheese, divided
1/2 teaspoon salt
1 cup bread crumbs
Grease a 9-by-13-inch pan. Set aside. Boil macaroni until tender. Drain and set aside. Melt 4 tablespoons butter in saucepan over low/medium heat. Stir in flour, and stir until smooth. Gradually stir in milk. Add cream cheese, two cups of the cheddar cheese, salt and pepper. Stir over low heat until cheeses are melted and mixture is smooth.
Add macaroni to the cheese mixture, and transfer to greased pan. Sprinkle remaining cup of cheddar over the top. Melt remaining 2 tablespoons of butter and stir into bread crumbs. Spread on top of the cheese. Bake at 400 degrees for 20-25 minutes or until golden brown.