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1.Cook macaroni according to the package directions. Drain.
2.In a saucepan, melt butter or margarine over medium heat. Stir in enough flour to make a roux.
3.Add milk to roux slowly, stirring constantly.
4.Stir in cheeses, and cook over low heat until cheese is melted and the sauce is a little thick.
5. Put macaroni in large casserole dish, and pour sauce over macaroni. Add pesto sauce on top. Stir well.
6.Melt butter or margarine in a skillet over medium heat. Add breadcrumbs and brown. 7.Spread over the macaroni and cheese to cover. Sprinkle with a little paprika.
8.Bake at 350 degrees F (175 degrees C) for 30 minutes. Serve.
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