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This is one of my favorites - I have tried different variations....it is amazing with red pepper and bacon added!  It's from the website amazingribs.com

Macaroni & Cheese Recipe
The secret to great macaroni and cheese is to have a big, rich, gutsy, cheesy flavor. To get there, you can shred just one cheese or a blend of cheeses with the large holes of a box grater. With each cheese you use, you add a layer of complexity. Just be careful, not every cheese will work in this dish. Here are some combos you can try:

A) All American. To make the classic All American version use medium cheddar or a blend of equal amounts of mild cheddar and sharp cheddar. Make it Southern by turning it into a Pimento Mac 'n' Cheese by adding a medium chopped grill roasted red bell pepper.
B) Italiano. 2 parts fontina, 1 part asiago, 1 part Parmigiano-Reggiano.
C) Ole Smoky. 2 parts smoked cheddar, 1 part smoked gouda
D) Dutch Treat. Equal amounts edam and gouda.
E) French Accent. Brie or camembert and fresh chevre
F) International. Mix and match from any of the above or try gruyère, manchego, or appenzeller.
G) Tried and true. Use a blend of cheddar, gruyere, and gouda.

Yield. About 4 servings as a side dish, 2 as a main dish
Preparation time. 1 hour, cooking time 20 minutes.

The Mac
4 ounces by weight of elbow macaroni
1/2 teaspoon salt
1 quart water

Optional (but not really) Mix-ins
4 strips bacon
1 small onion, chopped
1 small sweet red bell pepper chopped into about 1/4" chunks (about 1/3 cup)
1 green jalapeño or serrano pepper, seeds removed, then minced
2 cloves garlic, pressed or chopped fine

The Cheese Sauce
4 ounces cheese, shredded (see above)
2 tablespoons of butter
2 tablespoons all purpose flour
1 1/2 cups whole milk or 2% milk, but not 1% or skim
1 teaspoon paprika
1/2 teaspoon black pepper
1/4 teaspoon salt

Topping
2 ounces grated Cheddar cheese
1 teaspoon paprika

About the macaroni. Rigatoni, ziti, penne, and mostaccioli are fatter tubes than elbow macaroni, so there is more room inside for cheese and sauce to collect. Other pastas work fine, especially fusilli (corkscrews), spiral rotini, and cavatelli. Don't spend a lot of money on artisan pasta, it just gets lost. It is really just a vehicle for the cheese and sauce. Click here for a fun website that shows scores of pasta shapes.

About the cheese. Get good cheese and shred it yourself! Pre-shredded cheese may have been coated to keep it from clumping in the bag and it is much more expensive, and cheese loses flavor once it is grated. A box grater is cheap. If you have a food processor you can even use that. To go another way altogether, one of my recipe testers swears by queso and gorgonzola cheese as a topping.

About the jalapeño. You may want to omit the jalapeño/serrano if kids are eating this dish. On the other hand, if you use green jalapeños and red bell peppers, kids and wusses can pluck out the greenies. For extra heat, substitute chipotle powder for the paprika in the sauce and or the topping. But go easy, that stuff is hot.

More optional mix-ins. Create your own signature Crack 'n' Cheese by adding one or more of these: 1/2 cup chopped cooked lobster, crab, shrimp, smoked chicken; leftover pulled pork (without the sauce); 1/4 cup chopped sun dried tomatoes (not the kind in oil) soaked in warm water for 30 minutes and drained; 1/4 cup chopped broccoli; 1/4 cup fresh or frozen peas an/or sweet corn and/or black beans; 1 raw apple, peeled and chopped into 1/4" cubes; or 1/2 tablespoon shredded truffles. For a little kick, add 1/2 chipotle in adobo sauce, chopped fine.

For a creamier version. Add 3 ounces cream cheese and substitute cream or half and half for the milk.

About the topping. You may need more or less topping depending on the diameter of your pot.

For a crunchy topping. Melt 2 tablespoons of butter and mix in 1/4 cup plain bread crumbs, panko, croutons, crumbled Ritz crackers or saltines, or French's fried breaded onions from the can, or a blend. I'm partial to Ritz Crackers with French's Onions. Add this last after the cheese.

Optional toppings. Sprinkle fresh parsley, chives, or chopped green onions on top before serving or you can put them in a bowl on the table for people to use if they wish. Caramelized onions have a big wow factor.

A secret. For a brighter yellow color, add 1/4 teaspoon turmeric to the cheese sauce. I also like to add 1/2 teaspoon of mustard powder. In a pinch, you can use a one of those packets of mustard that come with Chinese carryout. Make sure it is fresh. It does not age well.

Method
1) Preheat the oven to 400°F and put a 2 quart pot with 1 quart of water on a hot burner, add 1/2 teaspoon salt, and crank it up. You'll need it boiling by the time you get to step 4.

2) Optional Mix-ins. You can skip the mix-ins, but they really amp this dish up to 11. In a frying pan cook the bacon over a medium heat until done on one side, turn, and cook until crunchy. Remove the strips and set aside. Eat one strip. Meathead's rule: Always cook an extra strip for the chef. Chop the rest into 1/4" chunks. Pour off all the rendered fat except about 1 tablespoon. Add the onions, the bell pepper, and jalapeño pepper, and cook until the get a little limp, but not cooked through. Leave a little crunch. Add the garlic and cook for one minute. Set aside.

3) The Cheese Sauce. In a 2 quart saucepan or Dutch oven, melt the butter over a low heat. Add the flour, and, with a whisk, mix them together, and cook for 5 minutes, or until it turns the color of straw. This is called a blonde roux. Be patient if it takes longer. This takes the raw pasty flavor out of the flour and eliminates the grit. Add the milk slowly and whisk thoroughly while adding it, so there are no lumps. Cook over medium heat, stirring frequently so it doesn't burn, until it bubbles and thickens a bit, like latex paint. This is called a béchamel sauce. Add the cheese mix, 1/3 at a time, and continue stirring until the cheese is melted and there are no lumps. Mix in the salt, black pepper, paprika, and the add-ins. Turn off the heat.

4) The Mac. Add the macaroni to the boiling water, and stir. When the water comes back up to a boil, turn the heat down a bit and boil until they are almost al dente, still noticeably crunchy, about 2/3 of the time recommended on the package, probably about 6 minutes from the time it begins to boil. Stir occasionally. Take them off when they are still just a bit chewy because it will cook some more in the oven. Drain in a colander shaking vigorously to get as much water out of the tubes as possible, and leave them in the colander in the sink until the cheese sauce is done. Pour the Mac into the cheese sauce and stir thoroughly.

Optional: You can cook the mac until it is tender, then pour it in the sauce, mix and serve if you are in a hurry. But to amp it up to 11, proceed to the next step.

5) Bake. If you used a 2 quart pan and the handle is oven safe, you can bake it right in the pan. Otherwise, pour the whole macaroni shebang into a 2 quart Pyrex or CorningWare baking dish. If you prefer, pour it into individual serving size oven proof dishes or ramekins. Sprinkle with the cheese topping and then the paprika. If you are going to add a crunchy topping, add it now. Bake at 400°F for 30 minutes or until it begins burbling. Keep an eye on it so the top does not burn.

6) Rest. Let it cool for about 15 minutes so nobody's tongue is scalded. That cheese holds heat.