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1
Preheat oven to 400.
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2
Butter 4 14oz ovenproof dishes.
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3
In a small bowl, toss melted butter, breadcrumbs and 1/4 cup of the cheddar cheese.
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4
In a large pot of salted water, cook macaroni according to package; drain.
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5
In a large saucepan over medium heat, bring milk to a boil.
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6
Reduce heat to medium-low; add cream cheese cut into cubes; stir until melted, about 2 minutes.
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7
Gradually stir in the remaining cheddar until melted, about 5 minutes.
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8
Add cooked pasta, salt and pepper; toss to combine.
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9
Divide the mixture among prepared dishes.
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10
Bake until bubbly, about 10 minutes.
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11
Remove from oven and sprinkle with breadcrumb mixture.
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12
Bake until golden brown, about 10 minutes more.
