In a large pot over medium low heat melt 2 sticks of butter (yes, that’s right. 2 sticks. Of butter. Don’t argue, just do it.)

Add:

– 1 can Pet Milk (if you can find it, this is preferred) or 1 pint half and half or whole milk

– 1 16 oz pkg. of grated sharp cheddar cheese

– 1 lb. block of Velveeta …. (It melts faster if cut into cubes)

**Stir this continually as it melts, do not let it burn on the bottom.

As it melts, add:

– salt and pepper. Do not be shy, you want to see little flecks of the pepper in the sauce. 1 T of pepper for sure. Quite a few good shakes of salt. Then another shake.

– 5 strong shakes of Worcestershire Sauce (we call it “wooster” in our family)

– 5 strong shakes of Tabasco.

While the sauce is melting, boil a 1-lb bag of large elbow macaroni.

Taste the sauce. Don’t be afraid to add more Tabasco and Wooster. Or salt and pepper. The sauce should have a wonderful little hint of a kick.

Drain your pasta and dump into the pot with the sauce. Stir it all up. You can continue in this pot if it is oven safe or pour it all into a casserole dish. Sprinkle more grated cheese on top.  Heat 15-30 min on 350. You can make this the day before and do the final stint in the oven before you eat it. Or make it a few days before, freeze it, then thaw overnight to rewarm in the oven. 

*I always make a double batch. It’s that good, there is rarely any left and whatever is left you can freeze to save.