- 2 1/4 cups macaroni (or any other small noodle you like)
- 2 tablespoons butter
- 1 medium onion or half a large onion, diced
- 3 cloves garlic, minced
- 1 (14.5 ounce) can diced tomatoes
- 1 cup milk
- 2.5 cup shredded cheese, whatever combinations of cheeses you have and are trying to use up
- 1/3 cup bread crumbs
- 1 teaspoon Italian seasoning
- 1/2 tsp salt
- ½ tsp ground black pepper
- Cook the macaroni al dente according to package directions. Drain. Transfer to a greased oven safe baking dish.
- In a saucepan, melt 2 tablespoons butter or margarine over medium heat. Add onion and saute until onions have a rich golden color, approximately 12 minutes. Add garlic and sauté for an additional 2 minutes. Mix in the tomatoes and the spices. Stir in milk and bring to a simmer. Add 2.25 cups of cheese and let sauce simmer gently until the cheese is melted, stirring often.
- Pour cheese sauce over the macaroni. Sprinkle with breadcrumbs, black pepper, and 1/4 cup cheese.
- Bake at 350 degrees F for about 20 minutes.