Bring a large pot of water to a boil. Salt water (after it comes to a boil) add pasta and cook for 8 to 10 minutes or until al dente.
Preheat oven to 350°F.
While pasta is cooking begin to make your roux. Over low heat begin to melt butter. Once butter is melted add flour. Whisk constantly to avoid burning. If rue burns throw it out and start again. You want your rue to be almost a copper brown color. It should take a little over 5 minutes.
Once you get your rue to the color you want add the milk while continuing to whisk constantly. Salt and pepper your sauce to your liking. When the mixture begins to boil you will notice your sauce will start to thicken. Once it is at the thickness you desire remove from heat immediately and add cheese, reserving about a 1/4 of a cup of cheddar.
Drain macaroni and return to cooking pot. Combine cheese sauce with your macaroni. Pour macaroni and cheese into a 2 quart baking dish. Sprinkle bread crumbs and remaining cheese over top and bake for 35 minutes until a nice crust forms on the top.