Preheat your oven to 350 degrees Fahrenheit. Also grease a 2 quart baking dish with vegetable spray and set aside.
Bring a large pot of water to a boil and cook the macaroni according to your specific macaroni directions. I like to cook the macaroni to just a little bit past al dente. The more cooked the pasta, the less moisture it will absorb when you bake it later. However, you do not want to overcook the macaroni too much, or else it will fall apart. Once cooked, drain and set aside.
Shred 7 oz of sharp cheddar cheese, reserve 1 oz for the topping. . Cube 6 oz of Velveeta cheese. Set aside.
In a medium saucepan, melt 5 tbs of butter over medium heat. Once melted add the flour. Stir frequently until the mixture bubbles and turns a light brown.
Then add the half and half, salt, pepper and dry mustard. Stir consistently until the mixture starts to boil and thickens.
Remove from the heat and mix in 2/3 of the sharp cheddar cheese and Velveeta cheese. Mix until fully melted.
Pour the cheese mixture over the macaroni and stir. Then add the remaining cheese and mix.
Pour into the prepared 2 quart dish.
Melt 3tbs of butter and pour over the bread crumbs. Then add the reserved 1 oz of shredded cheese and mix thoroughly.
Top the macaroni and cheese with the bread crumb mixture.
Bake the macaroni and cheese for 30 minutes or until nicely browned.
Remove and serve.