Preheat oven to 350°F

Spray or grease casserole dish with butter, spoon mixture into dish. Sprinkle shredded cheese on top. Melt the remaining butter in a bowl and add to the bread crumbs, toss them together. Sprinkle over top.

Melt: 3 tablespoons of butter in medium sauce pan on medium heat. Whisk in flour, cook for 2 minutes, stir constantly. Gradually stir in milk. Bring to a low boil, cook and stir for 3-5 min, or into thickened. Add velveeta cheese, cook for 3 min or until melted, stir frequently. Add cooked macaroni

Bake 20-25 mins or until heated through