Heat oven to 350*
Melt 3 tbsp butter in medium saucepan on medium heat. Whisk in flour, cook 2 min., stirring constantly. Gradually stir in milk. Bring to boil, cook and stir 3-5min. or until thickened. Add velveeta, cook 3 min. or until melted, stirring frequently. Stir in macaroni.
Spoon into 2-qt. casserole sprayed with cooking spray; sprinkle with cheddar. Melt remaining butter; toss with cracker crumbs. Sprinkle over casserole.
Bake 20min. Or until heated through.
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