I got this recipe from a friend, who I believe got it from a cookbook.
You will need:
1lb pasta (macaroni, rotini, etc.)
1/2 cup butter
1/2 cup flour
1 qt milk (4 cups)
20 oz cheese (I used sharp and white cheddar. The recipe called for cheddar and guyere, but thats wicked expensive)
Salt, pepper, nutmeg
Every dish in the house
Boil your pasta.
In a pot that will fit a quart of milk, heat up your milk. Don't let it boil, just let it get warm.
In another very large pot, melt 6 Tbs of your butter (this should leave 2 Tbs).
Once melted, whisk in your flour.
When the flour/butter mix is nice and pasty, dump in all that hot milk, followed by all the cheese (i suggest shredding the cheese-it helps the melting process).
Season with salt and pepper, and a dash or so of nutmeg. Less is more in the nutmeg arena, FYI.
Follow this with all your pasta (this is why the pot must be large). Mix this all together and dump it into a 3 qt. baking dish, AKA your 9x13 inch pan.
Use a bunch of bread crumbs mixed with the last 2 tablespoons of melted butter, and dump on top. I toasted 5 piecces of bread, and in the future, I will likely only use 3 or 4.
Pop that bad boy in the oven at 375 for 30 or so minutes, until brown and bubbly.
Steam some veggies while you are waiting and toss with a bit o' EVOO and salt/pepper.