12 oz. Macaroni noodles
¼ c. Butter
¼ c. Flour
3 c. Milk
2 c. Cheddar cheese, shredded
1 c. Mozzarella cheese, shredded
¼ tsp. Worcestershire sauce
¼ tsp. salt

Preheat oven to 350 F. Cook the macaroni according to package directions, for the minimum suggested time; drain.

In a 3-quart saucepan, over medium-high heat, melt the butter. Stir in the flour until absorbed. Using a whisk, stir in the milk. Cook over medium heat, stirring constantly, until mixture comes to a boil (make sure you get all the edges of the pot so that there are no clumps in the bottom). Stir in all cheeses, the Worcestershire sauce, and salt. Remove from heat and continue stirring until cheeses are melted. Stir in the cooked macaroni. Pour into a greased 9-inch-square baking pan. (I usually use a 9x13)

Bake 30 to 45 minutes or until mixture is heated through and bubbly.

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