I started with this:
Please pay no attention to my messy kitchen.
Hey, I said not to look!
Put on water to boil. You should use a lid. It just doesn't photograph as well that way.
Add macaroni to water. I forgot to photograph this because I was, uh, tweeting. Drain the macaroni. (Umm, no. There can't be dirty utensils in my sink, can there?)
At this point, you may have to take a break to rescue your child from her crib prison. It's okay. I'll wait.
Okay, back? In the same pot (because you don't want to wash another pot, do you? What are you, crazy?) melt some butter. That's my incredibly scientific explanation. This happens to be how much butter I had thawed.
Mix a few spoons of flour into the melted butter until it looks kinda like this (except without the macaroni in the pot. You should probably have made sure you got all that out.)
Then add milk. You know, some milk. Umm, just kinda pour it. Stir it until it thickens. (I meant to take a picture of this, but Baby Girl had my camera. And I wanted to take a picture of *that*, but, y'know.)
Turn off the stove (and remove from heat if you have an electric stove, but I'm cooking with gas). Add a bag of shredded cheese (yes, you can shred it by hand, and yes that is a little cheaper and tastes a little better, but what am I, a machine?) and stir it until it melts.
Pour the drained macaroni into a Pyrex pan. Mix in the cheese sauce. Top with breadcrumbs (oh, they weren't in my picture!) and reserved cheese (crap! Did I forget to tell you to save some cheese?).
If you are making ahead, set it down and go play peekaboo. Otherwise, throw it in the oven and turn it on to 350 degrees. Bake it for . . . I don't know, a while. Until it looks melty and delicious.
(Sorry, no, there is no final picture. I'm too busy eating).