Sauté meat, celery, onion, and green pepper in butter in a large skillet over low heat until meat is browned, stirring to crumble. Drain off pan drippings. Add tomato paste, water, basil, salt, pepper, and bay leaf; reduce heat and simmer, uncovered, 5 minutes. Remove bay leaf, and discard.
Place cooked noodles in a lightly greased 2 1/2-quart shallow baking dish. Spoon meat mixture over noodles; sprinkle breadcrumbs and cheese over top. Bake, uncovered, at 375° for 20 minutes or until cheese melts.