Ingredients

• 1 pound (0.5kg) shell-shaped pasta
• 1/2 cup (120ml) butter
• 1/4 cup (60ml) flour
• 4 cups (1L) cold whole milk
• 1 tsp (5ml) paprika
• 1 tsp (5ml) garlic powder
• 8 oz (250ml) Velveeta cheese
• 8 oz (250ml) extra sharp cheddar cheese
• 1/2 tsp (2.5ml) gound black pepper
• 2 cups (500ml) goldfish crackers

Directions

Pasta

1. Bring a large saucepot full of salted water to a boil.
2. Cook the pasta until completely following the directions on the back of the package.
3. Drain and set aside.

Cheese Sauce

1. While the pasta is boiling, melt 1/4 cup (60ml) butter in a saucepot.
2. Once the butter has melted, add the flour, whisk together, and cook for about 3-5 minutes until the flour begins to take on some color.
3. Add the cold milk and whisk together so there are no lumps remaining.
4. Slowly bring the milk up to temperature so that it begins to steam then add the velveeta and the extra sharp cheddar cheese.
5. Give the cheese 10 minutes or so to melt into the milk.
6. Add the paprika, garlic powder, and pepper. By this point the cheese sauce will be quite runny - this is normal and exactly what you want.
7. Turn the heat down to low to keep it melted and warm.

Crust

1. In a large plastic bag, smash the goldfish crackers using a rolling pin or whatever you have. Just get them small - almost like breadcrumbs.
2. Add 1/4 (60ml) melted butter to the goldfish crackers then mix until thoroughly combined.

Putting it Together

1. In a 9x13 inch (23x33cm) baking dish add the pasta and all of the cheese sauce. (Ignore the photo above, we made a smaller side portion and gave away the rest.)
2. Pour the goldfish breadcrumbs over the top and make an even layer across the entire dish.
3. Bake at 400°F (205°C) for about 20-30 minutes. You're looking for the cheese sauce to start bubbling up around the sides and for the crust to take on color.
4. Allow to cool for a few minutes then serve and fall asleep.