1. Preheat oven to 400°F. Cook and drain macaroni according to package directions; set aside.
2. In a large saucepan melt butter. Add flour mixed with salt and pepper, using a whisk to stir until well blended. Pour milk and cream in gradually; stirring constantly. Bring to boiling point and boil 2 minutes (stirring constantly). Reduce heat and cook (stirring constantly) 10 minutes. Add shredded cheddar little by little and simmer an additional 5 minutes, or until cheese melts. Turn off flame. Add macaroni to the saucepan and toss to coat with the cheese sauce.
3. Transfer macaroni to a buttered baking dish. Sprinkle with bread crumbs. Bake 20 minutes until the top is golden brown.