Ingredients

4 cups uncooked elbow macaroni1/2 cup butter, cubed1/4 cup all-purpose flour2 teaspoons Italian seasoning1 teaspoon salt1 teaspoon pepper4 cups 2% milk2 cups shredded cheddar cheese1/2 cup grated Parmesan cheese2 cans (14-1/2 ounces each) diced tomatoes, undrained2 cups shredded part-skim mozzarella cheese1/2 cup dry bread crumbs2 tablespoons butter, melted

Preparation

Cook macaroni according to package directions.

Meanwhile, preheat oven to 350°. In a small saucepan, melt butter. Stir in flour, Italian seasoning, salt and pepper until smooth; gradually add milk. Bring to a boil; cook and stir 2 minutes or until thickened. Remove from the heat; stir in cheddar and Parmesan cheeses until melted. Drain macaroni.

Spread 1 cup cheese sauce in a greased 13x9-in. baking pan. Layer with half of macaroni, tomatoes and cheese sauce. Repeat layers. Sprinkle with mozzarella cheese. Combine bread crumbs and butter; sprinkle over top.

Cover and bake 40 minutes. Uncover and bake 10-15 minutes longer or until golden brown and bubbly. Let stand 5 minutes before serving.