Preheat oven to 400°F.

Cook and drain macaroni according to package directions; set aside.

In a large saucepan melt butter. Add flour mixed with 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). Reduce heat and cook (stirring constantly) 10 minutes.

Add shredded cheddar little by little and simmer an additional 5 minutes, or until cheese melts. Turn off flame.

Add macaroni to the saucepan and toss to coat with the cheese sauce. Transfer macaroni to a buttered baking dish. Sprinkle with breadcrumbs.

Bake 20 minutes until the top is golden brown.