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Homemade Shells & Cheese

8 oz. mini shells pasta
2 cups shredded sharp Cheddar cheese
½ cup grated Parmesan cheese
3 cups milk
¼ cup butter
2½ T. all-purpose flour
2 T. butter
½ cup bread crumbs
1 pinch paprika

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Preheat oven to 350º. Cook pasta according to the package directions and drain. In a saucepan, melt butter margarine over medium heat. Stir in enough flour to make a roux. Slowly add milk to the roux, stirring constantly. Stir in cheeses, and cook over low heat until cheese is melted and the sauce is a little thick. Combine pasta and sauce in large casserole dish and stir. Melt remaining 2 T. butter in a skillet over medium heat, add breadcrumbs and brown. Spread over the macaroni and cheese to cover. Sprinkle with a little paprika and bake for 30 minutes.