• Preheat the oven to 350 degrees F.

For the Pasta:

• In a large pot, add water and bring it to a boil. To the boiling water, add salt.

  To the boiling water, add the pasta. Cook until al-dente (firm) (according to package instructions).  Drain pasta (don't rinse the pasta).
• Don’t rinse the pasta after cooking it. When pasta is rinsed, the starch is removed. The starch on pasta helps to hold and absorb the cheese sauce so it’s important to keep the starch on the pasta.
• Transfer the cooked pasta in a large mixing bowl and set aside.

For the Cheese Sauce:

• In a large saucepan, melt the butter over medium heat. Add the flour and continuously stir until the mixture starts to thicken. 
• To the pan, add 1 cup of milk and continue stirring. 
• Add the second cup of milk, and pepper.  Continue stirring and slowly stir in the cheese until it's melted.

For the Macaroni and Cheese Mixture:

• In the large mixing bowl, pour the warm cheese mixture over the pasta. 
• Gently mix well as the cheese mixture will be absorbed into the pasta quickly. Add more pepper if you like and salt to taste. 
• Transfer the macaroni and cheese mixture into a lightly greased (buttered) large baking casserole dish (or multiple smaller serving oven-proof dishes if preferred). 

  Set aside for a moment.

For the Crouton Topping:

• In the bowl that the pasta was mixed in, place the pieces of bread.  
• Mix in the melted butter (or instead 2 to 3 tablespoons of olive oil can be used).  Add salt and pepper to taste.  
• Place the pieces of bread over the pasta and top with the remaining shredded cheese. 
• Bake in a preheated oven (at 350 degrees F.) until bubbly and golden brown (about 30 minutes). 
• This is best when served warm.