Preheat oven to 350
In saucepan over MED LOW heat combine butter, flour, salt and pepper. Stir till butter is melted.
Add milk and cheese and stir occasionally till cheese is melted and mixture is bubbly.
Place cooked noodles in 1 1/2 - 2 qt baking dish. Add cheese mixture and stir.
Sprinkle some breadcrumbs on top if desired.
Bake for 20 minutes or until bubbly.
Let sit for 5-10 minutes before serving.
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