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Preheat oven to 400°F.
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Cook and drain the macaroni according to package directions; set aside.
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In a large saucepan melt the butter. Add the flour mixed with the salt and pepper, using a whisk to stir until well blended. Pour milk and cream in gradually; stirring constantly. Bring to boiling point and boil 2 minutes (stirring constantly).
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Reduce the heat and cook (stirring constantly) 10 minutes. Add the shredded cheddar little by little and simmer an additional 5 minutes, or until cheese melts. Turn off flame.
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Add the macaroni to the saucepan and toss to coat with the cheese sauce. Transfer the macaroni to a buttered baking dish. Sprinkle with breadcrumbs.
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Bake 20 minutes until the top is golden brown.