Down-Home Macaroni & Cheese

¼ cup butter or margarine, divided
¼ cup flour
1 cup milk
8 oz Velveeta Cheese, cut into ½-inch pieces
2 cups elbow macaroni, cooked, drained
½ cup shredded cheddar cheese
6 RITZ crackers, crushed

Heat oven to 350°. Melt 3 TBSP. butter in medium saucepan on medium heat. Whisk in flour; cook 2 min., stirring constantly. Gradually stir in milk; cook until mixture boils and thickens, stirring constantly. Add Velveeta; cook 3 min. or until melted, stirring frequently. Stir in macaroni. Spoon into 2qt casserole dish – sprayed with cooking spray; sprinkle with shredded cheese. Melt remaining butter toss with cracker crumbs. Sprinkle over casserole. Bake 20 min. or until heated through.

YUM!