Cook macaroni according to the package instructions and drain

In saucepan, melt 1/4 cup butter over medium heat

Stir in enough flour to make a roux

Add milk to roux slowly, stirring constantly

Stir in cheeses, cook over low heat until cheese is melted and the sauce is a little thick

Put macaroni in large casserole dish and pour sauce over macaroni

Stir well

Melt 2 tablespoons butter in skillet over medium heat then add breadcrumbs and brown

Spread over the macaroni and cheese to cover

Garnish with a little paprika if desired

Bake at 350 degrees for 30 minutes