Heart Attack Mac 'n Cheese

Last weekend, we had Bonnie, Mike's sister, and her husband, Noel, over for Sunday dinner. Their two boys, Nicholas and William, had a blast with the balloons that Mike got me for Valentines.

Seriously, are they not two of the cutest boys you've ever seen? I tried a new recipe that night, Creamy Baked Macaroni and Cheese. Oh. Wow. Was it EVER good. It's so good I'm providing the recipe. Be forewarned, however. Each bite has, like, the calorie count and fat content of an entire McDonald's Cheeseburger. You should probably follow the meal with your favorite cholesterol-reducing regimen of choice.

Heart Attack Mac 'n Cheese
4 cups uncooked elbow macaroni
1 cup butter
1 cup flour
3 1/2 cups milk
2 cups (16 oz) sour cream
8 oz Velveeta 8 oz cream cheese
1/2 cup grated Parmesan cheese
1 tsp salt
1 tsp pepper
2 cups (8 oz) shredded sharp cheddar cheese
3/4 cup bread crumbs

Cook macaroni according to package directions. (Note: We used trenne pasta instead, which is a triangle-shaped penne pasta and it worked really well.) Meanwhile, in a large saucepan, melt butter. Stir in flour until smooth. Gradually add milk and stir until all lumps have dissolved. Bring to a boil. Cook and stir for 2 minutes. Reduce heat. Stir in the sour cream, Velveeta, cream cheese, Parmesan cheese, salt, and pepper until cheeses have melted. Gradually add cheddar cheese and stir until cheese has melted and sauce is smooth. Drain macaroni and add to sauce and mix well. Transfer to a greased 9" x 13" baking dish. Bake uncovered at 350 degrees for 30-35 minutes or until bubbly. Remove from oven and sprinkle breadcrumbs over top. Return to oven for another 10 minutes until browned.