• 2 T butter
• 2 tablespoons all-purpose flour
• 2 heavy cream
• 8 oz. sharp Cheddar cheese, shredded
• 1/2 teaspoon salt
• 1/8 teaspoon ground red pepper
• 1/8 t black pepper
• 1 12oz. package Flav-R-Pac frozen chopped broccoli
• 8 ounces elbow macaroni (or your favorite pasta), cooked
• 1/4 cup Panko breadcrumbs
• 1/2 cup grated Parmesan cheese

Melt 2 tablespoons butter in a large saucepan over medium heat, and whisk in all-purpose flour; cook, whisking constantly until butter/flour mixture is a light golden brown; 2 minutes.

Whisk in heavy cream slowly; cook, whisking constantly, 5 minutes or until mixture thickens. Remove from heat. Add shredded Cheddar cheese, salt, red pepper and and pepper, stirring until cheese melts. Stir in broccoli and pasta. Pour into a lightly greased 11- x 7-inch baking dish.

Combine Parmesan cheese and breadcrumbs and sprinkle over the top. Bake at 350° for 25 to 30 minutes.

TIP: To lighten: Substitute equal portions reduced-calorie margarine, 2% reduced-fat milk, and 2% reduced-fat shredded sharp Cheddar cheese Cook as directed. For added protein, add chopped chicken to the dish.