Rich-N-Cheesy Oven Macaroni

2 1/2 c. uncooked elbow macaroni
6 T. butter, divided
1/4 c. flour
1 t. salt
1 t. sugar
2 c. milk
8 oz. processed American cheese, cubed
2/3 c. sour cream
1 1/3 c. small curd cottage cheese
2 c. shredded sharp cheddar cheese
breadcrumbs

Cook macaroni according to package directions, drain and place in a greased baking dish. In a saucepan, melt 4 T. butter. Stir in flour, salt and sugar until smooth. Gradually stir in milk. Bring to a boil; cook and stir for 2 minutes, until thickened. Reduce heat; stir in American cheese until melted. Stir in cottage cheese and sour cream. Pour over macaroni. Sprinkle with cheddar cheese. Melt remaining butter and toss with bread crumbs; sprinkle over top. Bake, uncovered, at 350 for 30 minutes or until golden brown.

from: Jamie Young (a friend of a friend...)