do you know how to make a basic white cheese sauce?
med heat - butter in a pan, melt, add flour (1 tbl spoon) stir for 1 minute to cook out flour taste. add hot milk slowly bit by bit, strirring whole time. add cheese. maybe add curry powder (tad)..
cook macaroni and mix together. dont overcook macaroni esp. if you wanna put it in the oven. mix in some grated vegies(like carrot and zucchinni. maybe corn aswell)
top with grated cheese and bake in oven til crispy/brown or pop under grill viola!
hth's