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1
Preheat the oven to 350u00b0F and butter or grease a 9- x 13-inch baking dish.
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2
In a medium or large pot of salted, boiling water, cook the pasta to just under al dente. Drain well and transfer it to the baking dish.
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3
Melt the butter (or warm the oil) over low heat in the bottom of the same pot, then add the onions. When the onions become translucent, add the garlic and let it cook for 2-3 minutes, stirring occasionally. Season with salt, pepper, crushed red pepper and cayenne pepper.
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4
Add the milk, then slowly begin adding the cheddar cheese, stirring as you go. When all of the cheddar is melted, add the parmesan and stir (the sauce will get a little weird at this point, but don't worry, it will all melt beautifully in the oven).
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5
Add the tomatoes with their juices and mix well. Salt and pepper to taste, add more crushed red pepper and cayenne pepper if you'd like, then evenly pour the sauce over the pasta. Transfer to the oven and bake, uncovered for 25 minutes.
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6
Meanwhile, prepare the topping by mixing the melted butter (or oil) with the breadcrumbs, parmesan and a pinch of salt and pepper in a small bowl.
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7
After the casserole has cooked for 25 minutes, take it out of the oven just long enough to sprinkle the seasoned bread crumbs over the top. Return it to the oven for another 15 minutes or until the breadcrumbs begin to brown. Remove the casserole from the oven and let it sit for at least 10 minutes before serving.
