8 ounces elbow macaroni
4 tablespoons butter, divided
2 tablespoons flour
1 teaspoon dry mustard
½ teaspoon salt
¼ teaspoon pepper
1 ½ cups milk
1-8 oz. (2 cups) package shredded sharp cheddar cheese
5 cups popped popcorn
½ teaspoon parsley flakes

• Preheat oven to 350º F. Butter an 8x8-inch baking pan with 1 tablespoon butter; set aside. Cook and drain macaroni according to package directions; set aside.
• Melt 2 tablespoons butter in a medium saucepan over medium heat. Whisk in flour, mustard, salt and pepper; cook 2 minutes, stirring frequently. Whisk in milk and cook, stirring frequently, until mixture thickens; about 10 minutes.
• Stir in cheese until cheese is melted and sauce is smooth. Stir macaroni into sauce; pour macaroni mixture into prepared pan.
• Melt remaining tablespoon of butter and toss with popcorn and parsley flakes. Spread popcorn over macaroni and bake 10 minutes.

Yield: 4 servings