Three-Cheese Macaroni

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4 cups uncooked elbow macaroni
½ cup butter, cubed
¼ cup all-purpose flour
2 teaspoons Italian seasoning
1 teaspoon salt
1 teaspoon pepper
4 cups 2% milk
2 cups (8 ounces) shredded cheddar cheese
½ cup grated Parmesan cheese
2 cans (14-½ ounces each) diced tomatoes, undrained
2 cups (8 ounces) shredded part-skim mozzarella cheese
½ cup dry bread crumbs
2 tablespoons butter, melted


Cook macaroni according to package directions.
Meanwhile, preheat oven to 350°. In a small saucepan, melt butter. Stir in flour, Italian seasoning, salt and pepper until smooth; gradually add milk. Bring to a boil; cook and stir 2 minutes or until thickened. Remove from the heat; stir in cheddar and Parmesan cheeses until melted. Drain macaroni.
Spread 1 cup cheese sauce in a greased 13×9-in. baking pan. Layer with half of macaroni, tomatoes and cheese sauce. Repeat layers. Sprinkle with mozzarella cheese. Combine bread crumbs and butter; sprinkle over top.
Cover and bake 40 minutes. Uncover and bake 10-15 minutes longer or until golden brown and bubbly. Let stand 5 minutes before serving.

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