Adapted Slightly from the Joy of Cooking
2 cups (8 ounces) elbow macaroni or other pasta
3 tablespoons butter – divided plus extra for greasing pan
2 tablespoons flour
2 cups whole or skim milk
1/2 onion, minced
1 bay leaf
1/4 teaspoon paprika
2 tsp. Worcestershire sauce
3 cups grated sharp Cheddar or Colby cheese, divided
Freshly ground black pepper
1/2 cup fresh bread crumbs
Bring 6 cups water and 1 1/2 teaspoons salt to rolling boil in medium saucepan. Add macaroni and cook until just tender, 8 to 10 minutes. Drain and put in large bowl.
Melt 2 tablespoons butter in large saucepan over medium-low heat. Whisk in flour and cook, whisking constantly, 3 minutes. Gradually whisk in milk. Stir in onion, bay leaf and paprika. Simmer gently, stirring often, 15 minutes. Remove from heat and stir in 2 cups cheese. Season to taste with salt and pepper. Remove bay leaf.
Stir in macaroni. Pour half of mixture into greased, deep 1 1/2-quart baking dish and sprinkle with half of remaining cheese. Top with remaining macaroni and remaining cheese.
Melt remaining 1 tablespoon butter in small skillet over medium heat. Add bread crumbs and toss to coat. Sprinkle buttered crumbs over top of macaroni.
Bake at 350F. until bread crumbs are lightly browned, about 30 minutes. Let stand 5 minutes before serving.