Cook the macaroni according to package directions. Should be something like: bring some water to a boil, add the macaroni and cook for 11-13 minutes. Drain.

While that is cooking, melt the butter in a separate small saucepan over medium heat. Add the flour, salt, pepper, onion powder (and whatever other spices you want) and whisk it together to make a roux. Continue to whisk for about 1 minute, then add the milk a little bit at a time, whisking constantly. Once all of the milk is added, continue to stir and cook for another 3-5 minutes, until the sauce thickens. Add the cheese, turn off the heat, and stir to combine.

Add the sauce to the drained macaroni, or the macaroni to the sauce (whichever is in the bigger pot.) Stir to combine, then pour it into a 2-quart casserole dish.

In a small bowl, melt the butter in the microwave. Add the bread crumbs and stir until they are all moist. Spread the mixture evenly over the top of the mac n cheese.

Bake at 350 for about 15-20 minutes, or until the breadcrumbs start to brown.